Sonic: Heroes of Equestria
by Sonic155
Summary: After what was supposed to be another battle victory from Dr.Eggman, but instead Chaos Control happened, Sonic and friends were teleported into the world of Equestria, and now, they're ponies! Now, they must find the Chaos Emeralds and Master Emerald, along with their new pony friends if they ever want to return home, again, and go on crazy adventures too.
1. Prologue

**Hiya, here's my second fanfic! I've put together an idea. Why not do a crossover fanfic of Sonic and My Little Pony, so eh, what the heck, I'm sticking with it! In this story, there will be many couples including SonAmy(Sorry, no SonDash, and if you don't like then here's my advice: don't read it!) Taiream, Silvaze, Shadouge, CharBell, KnuJack, Espight, Sparity, Vetinyl, and so much more! And also this story will take place during the episodes. So sit back and enjoy! **

**Sonic: Heroes of Equestria **

**Prologue **

**Characters: Sonic, Twilight Sparkle, Spike, Shining Armor, and Princess Celestia.**

* * *

All, Speedy hero and savior of Mobius, Sonic the Hedgehog, could see was darkness, there were no sound, no feeling, no sights, just complete darkness. But, his mind was surprisingly still active. In fact he was thinking right at this very moment. _'Ugh, what...what happened? ...What's going on?' _But, all of a sudden, he felt his whole body shaking along with a unfamiliar voice.

"Hey, are you alright?" this voice sounded like it belonged to a female, only it filled with concern. He guessed she was shaking him awake or something.

"Maybe if you try poking him, he'll wake up." came another unfamiliar voice, only it sounded like a kid's voice in a hopeful tone.

"Spike, don't be ridiculous. Poking somepony isn't going to wake them up." the female snapped.

"Well Twilight, you'll never know, it could work." the kid said, clearly he missed the point of what the female just said. Sonic, who was still unconscious heard everything for what the two voices just said, but he was confused. _'Huh, somepony? Twilight? Spike? Just what's going on here?'_

Slowly, his eyes started to twitch without the two figures taking notice.

The female sighed. "Spike, I don't think you're getting the point. What I mean is-" But, she was interrupted when the kid's face expression turned from curiosity to surprised and hopeful. "Hey Twilight, he's waking up!" The female whipped her head around to see a cobalt blue earth pony rising to his feet, but his eyes were still closed.

Once Sonic stood to his feet, he nearly fell. His whole body felt different and out of place, like if it wasn't his normal body at all. _'Whoa, what's with my body? Did I break a leg or_ something?'

Noticing, the blue pony was having trouble standing on all four of his feet, both the female and kid rushed over to him, just as the pony fell again. The kid figure placed a tiny paw around one of the pony's hooves while the female placed a hoof on the other pony's hoof. "Okay, Spike, on the count of three, we'll pull him to his feet. Ready? 3, 2, 1, go!" And with that said, together they pulled the pony onto to his feet. But again, he fell, earning a sigh from the two figures.

Sonic, realized his arms were being lifted, his guess was the two figures he heard from earlier were trying to help him stand. Once, his legs were placed on the ground, he suddenly fell to the ground once again._'Oh, come on!' _But his frustration faded, he heard the voices again.

"Come on already, it shouldn't be THAT hard for a pony to stand on all four legs! Even for this guy, right here!" the kid yelled.

"Spike, I found him knocked out near Princess Celestia's castle an hour ago, of course he would be having a difficult time standing if he's just now regaining conscious." the female said.

Finally, having enough with all the confusion, Sonic opened his eyes. He slowly checked his surroundings and came to conclusion, that he's was in a library. But, he didn't stop there, he continued searching for the one's responsible of the voices he heard earlier. Soon, he found his answer once he noticed them arguing, but to his surprise, they were the forms of a unicorn and a dragon. _'Whoa...'_

The unicorn, or in this case, pony looked to be a female pony no older than age 15. Her coat was lavender and her tail and mane were a dark purple followed by magenta colored streaks. But, strangely, she had a symbol of a big star surrounded by five smaller stars on her flank. The dragon looked to be a male dragon child. Some of his scales were purple, while others were green along with his belly.

Sonic blinked once and then said "Uh, hello." This must've caught their attention, because, both pony and dragon whipped their heads towards him. Sonic felt a little uncomfortable due to the stares they were giving him, but the female pony.

"Oh, hello there. It's finally nice to see you fully awake. Allow me to introduce myself, I'm Twilight Sparkle, faithful student of Princess Celestia." she said.

"And I'm Spike, Twilight's assistant." the dragon added.

"Twilight and Spike, huh? It's nice to meetcha, I'm Sonic, Sonic the hedgehog." Sonic said cheerfully. However, he only recieved odd looks from the two.

"I'm sorry, but, did you just say you're a hedgehog? That's impossible, you're an earth pony." Twilight corrected. Sonic just blinked and suddenly chuckled."I'm sorry, for a moment there I thought you just called me a pony instead of a hedgehog, that's crazy!"

Again, both Twilight and Spike shared each other looks, this time however, Twilight whispered something in Spike's ear and with a nod, the dragon took off in another direction. Sonic watched their every move and wondered what they were up to. Finally, Spike returned, but only this time he had a hand held mirror in his hand. Twilight used her magic and lifted it up away from Spike's hand. Sonic, on the other hand, was speechless. Was Twilight actually using some type of telekinesis? Looks like Silver wasn't the only one who had this ability. Twilight floated the mirror right beside Sonic.

"Now Sonic, look into this mirror and tell me what you see in your reflection." Twilight ordered. Sonic rolled his eyes and sighed. Were they still going on about this? If so, then they really needed to get their eyes checked. He once again sighed.

"Fine mom." he joked. Spiked chuckled a bit from the joke, but, Twilight chose to ignore it.

Deciding to get this over with already, Sonic looked into the mirror expecting to see his cool blue hedgehog self, but he froze. What he saw in the floating mirror's reflection was not his hedgehog self at all, but instead, a cobalt blue pony with emerald green eyes staring back. Quickly shaking the shock off, he shook his head. _'This has gotta be some kinda trick.' _Deciding to see if this was real or not, he looked at his body. But, sadly, he didn't find his normal legs, normal back quills, normal peach furred arms, usual socks, gloves, and red sneakers, instead he found blue fore and back legs, blue hooves instead of hands and shoes, a dark sapphire mane and tail, and a symbol of an electric bolt followed by three swirls of wind on his flank. Sonic's first reaction was to panic, but he managed to keep his cool, although his eyes were still widened and his jaw was slightly opened. He turned back to Twilight and Spike.

"Now do you believe us?" Twilight questioned. _'How is this even possible? I'm a pony, a freaking pony! I-wait a sec. I remember. The Chaos Emeralds, and that weird machine Eggman built, Chaos Control must've happened and sent me here. But, why am I a pony? The first time Chaos Control happened, we ended up on Chris' world. Even if I'm a in a new world right now, I should still be a hedgehog not a pony.'_Sonic thought while he nodded.

"Y-yeah, but...but, this doesn't make any sense!" Sonic said stammering a bit. Twilight rose an eyebrow. "And why wouldn't it?" Sonic sighed. _'Well, might as well tell them. I think they should know, even if they do think I'm crazy.'_ 'Because, I'm not from here." he answered. He then noticed both Twilight and Spike looked even more confused then before and continued. 'Where I'm from is a world known as Mobius. A world with all types of animals, and I'm normally a blue hedgehog not a blue pony."

"So wait, you're from another world? That's awesome!" Spike exclaimed. Twilight, however, had a skeptical look on her face, indicating she didn't by any of it. "Sorry, but a being from another world? I find that hard to believe, you might be just plain out crazy."

Sonic shook his head. "I'm serious! I'm not from here! I don't even know where here is!" he snapped. Twilight was a taken off a bit from Sonic's change of behavior, but she was resilient. "Alright, here is known as Equestria, a world filled with ponies and other creatures. Right now, we're in Canterlot, home of the ruler of Equestria, Princess Celestia."

Sonic only nodded, but he noticed the symbols on his flank. "By the way, what's up with the mark on my flank?" Twilight noticed Sonic staring at his symbol and smiled. "Oh that's your cutie mark, strange though, normal earth ponies don't have an electric bolt for a cutie mark, neither do they have wind."

"My cutie what now?" Sonic questioned. Twilight only giggled when she noticed Sonic's confused face. "Your cutie mark is a picture that only appears on your flank when you've discovered your special talent and stays there for the rest of your life." "I see, so the electric bolt and wind swirls must represent my super speed."

"Wait you have super speed too? Even more awesome!" Spike cried. Again, Twilight had a skeptical expression. "There's no way anypony can run that fast, it's just not possible." Sonic only grinned. "Wanna find out?" Twilight shook her head. "Maybe later, right now we're going to pay Princess Celestia a visit." Spike cocked his head. "Really, what for?" Twilight only turned her attention to Sonic, who was still lying on the ground.

"Sonic, get up. We're going to see if Celestia can help with your 'worldly problem.'" she ordered. Sonic nodded and slowly got up on all fours. Thankfully, he didn't need to worry about how to walk on all fours, considering he's done it before in Dark Gia adventure, so he was fine. "Well, what are we waiting for? Let's get moving!

* * *

"Whoa, I hate to admit it, but you're right, you DO have super speed!" Twilight cried as she was riding on Sonic's back and clutching onto his mane, Spike was clutching onto Twilight's mane.

"Heh, didn't I mention that earlier?" Sonic smirked, until he noticed a tall structure up ahead. "So, is that the castle you mentioned earlier?"

Twilight opened her eyes and followed Sonic's gaze until it reached the same structure. A relieved smile planted on her face. "Yes, that's her castle, thank goodness!"

Sonic sneaked a quick glance at the lavender pony and then back at the road, a smirk planted on his face. "Oh, so you're not enjoying the ride, alright I want my money back!"

In response, Twilight only rolled her eyes and smiled. "Well, sorry to burst your bubble, but, I'm more of a calm, relaxed, gentle type of pony."

"Oh yeah well, I'm a hedgehog who lives for speed, and adventure!" Sonic shot back, playfully.

"HALT!" cried a voice.

Hearing the new voice, Sonic barely had enough time to screech to a halt, using his forelegs for breaks. This action almost sent both Twilight and Spike flying off his back, but they surprisingly managed to hold their grips. After Sonic was stopped, he searched for the owner of the new unfamiliar voice. But, he do it for long once Twilight shouted "Shining Armor!"as she and Spike got off of him and onto the ground.

Sonic followed Twilight's gaze until it landed on another pony, well, unicorn. The pony looked to be an adult. His coat was snow white and his mane and tail were a sapphire blue and a cerulean color, also he appeared to be wearing armor. The unicorn was glaring and he was tense, but, after he heard and noticed Twilight and Spike, he eased up a bit.

"Twily, it's good to see you again." he said. "Likewise, big brother." Twilight remarked.

"Hey Shining Armor, it's me Spike!" Spike greeted while waving his arms in the air in order to catch the unicorn's attention. Shining Armor smiled and said "It's good to see you too, Spike." Afterwards, he turned his attention to Sonic, glaring slightly. "Is this young colt with you?"

Twilight quickly shook her head. "Oh yes, he's with us. His name is Sonic. Sonic, this is my older brother and royal guard of Princess Celestia, Shining Armor." Sonic nodded and held out his right hoof, in response, Shining Armor placed his hoof to Sonic's and they both shook hooves.

"Hey there, nice to meetcha." Sonic said. "Likewise, any friend of Twily is a friend to me." Shining Armor said. "So, Twily, what brings you here?"

Twilight snapped her head to her brother's direction. "Oh well, we're here to see the princess, it's important we speak to her." Shining Armor nodded and began walk ahead. "Well then, follow me."

* * *

"Princess Celestia, we have somepony you would like to see and she's got a friend too." Shining Armor announced as he walked in the throne room."Alright then, I have a good guess of who it is, bring them in." a female alicorn ordered. "Yes, your highness." Shining Armor said. The doors opened and in came the room, were Twilight, Spike, and Sonic. The alicorn smiled once she seen Twilight and Spike, but grew curious once she noticed Sonic. "Ah, Twilight and Spike, it's nice to see you again."

Twilight bowed her head and said "Same to you, princess." Sonic examined Princess Celestia. She was an alicorn, something he thought that was just a fairy tale, then, again, he didn't expect unicorns to be real either. Her coat was pearl white with a little tinge of pink. But her mane and tail was what got his attention. They were a light cerulean, a light sapphire blue, and a light turquoise color, but the only thing is, her mane and tail were flowing as if the wind were blowing it nonstop! Sonic only blinked.

Princess Celestia turned her attention to Sonic. "My, never before have I seen anypony like you in Canterlot and your cutie is very unique. Normal earth ponies usually don't have an electric bolt for cutie marks, and I must say they don't have wind swirls for one either. What is your name?" she asked. "Sonic." Sonic answered. "And your special talent?" she asked again. "Speed." Sonic answered again.

The royal alicorn only nodded. "Well, my name is Princess Celestia, but I'm sure you know of me." Sonic shook his head. "Honestly I don't, that's why we're here. I have a problem." Princess Celestia rose an eyebrow.

"Oh, and what might that be?" she asked. Sonic looked back at Twilight and Spike, who only just nodded and looked back to the alicorn. "Well, I'm not from here. I'm from another world." The room grew silent. "I'm from a world known as Mobius, back there, I was a blue hedgehog, not a pony. I was known as hero of my world, always protecting it no matter what the cost."

"Go on." gestured Celestia. "I think to how I got here was my fault, really. You see, I was fighting my arch nemesis, Dr. Eggman. He's an evil scientist who wants to conquer my world. He kidnapped Amy, one of my friends in order to 'lure' me into his base. But, I wasn't stupid, I had back up, which were the rest of my friends. He claimed to have all seven of the Chaos Emeralds, gems with alot of power, and the Master Emerald, the controller of the Chaos Emeralds, embedded in some new machine of his in order to defeat me and take over the world, but, as always, we defeated him. But, just as my friend was escaping, the machine exploded, and not only that, but, all the emeralds started to glow. My guess is Chaos Control happened and here I am as a pony in a throne room." Sonic sighed. Everyone remained silent, that is until Princess Celestia interfered.

"I have a question, what are these emeralds and Chaos Control you speak of?" she questioned. Sonic nodded and said "The Chaos Emeralds are these rare gemstones with a high amount of energy, they come in the colors of green, yellow, blue, white, cyan, red, and purple. If the collector collects all seven, then they'll have unlimited power and a miracle is supposed to happen. The Master Emerald is this giant green gem that controls the Chaos Emeralds, it has more energy than the Chaos Emeralds. Usually, my friend, Knuckles, guards the Master Emerald. And as for Chaos Control, it only when all emeralds have been collected, it's meant to be teleportation."

Celestia smiled and nodded. "Well, I understand your situation, Sonic. I think this isn't the first time a worldly occurrence may have happen. Is there any chance your friends may have been teleported here too?" she asked. Sonic thought for a moment, before he nodded. "Yeah, I think so. Hopefully, there doing okay, and if so, the emeralds might be in this world too."

Celestia's face fell when she heard that, but straightened back up quickly. "Alright, if they're here, I'll have my guards search for them." Sonic shook his head. "Nah, that's okay, princess. I've got this, but thanks for the offer." Celestia nodded and said "Alright, if that's the way you wanted, then, so be it. From here on out, you'll be requested to stay with Twilight." she turned to Twilight. "Is that alright with you, Twilight?"

Twilight nodded. "Oh, I don't mind at all, what about you Sonic?" Sonic smiled. "Heh, it's no problem with me, this could be kinda fun, actually." But this is what he thought. _'A new adventure huh? Alright, bring it!'_

* * *

**Yep, so that's the prologue. Hope ya like it! The next is coming soon! Until next time! Please read and review!**


	2. Episode 1: Friendship is Magic Pt1

**Okay, so here's the first episode! It may be a little different, but it's still basically the same!**

**Disclaimer: I don't own Sonic(SEGA) or My Little Pony(Hasbro)**

**On with the story!**

**Sonic: Heroes of Equestria**

**Episode 1: Friendship is Magic Pt.1**

**Characters: Sonic, Tails, Twilight Sparkle, Spike, Pinkie Pie, Applejack, Rainbow Dash, Rarity, Fluttershy, Princess Celestia, and Nightmare Moon.**

* * *

Twilight Sparkle was lying on soft grass in front of a pond reading one of her favorite books. Sonic, who was not too far away from her was resting in a tree with his fore legs placed behind his head and one of his back legs dipped over the other, even if he was a pony on the outside, he was still a hedgehog on the inside.

Some ponies who would pass by would give the blue earth pony odd looks, shrug it off and walk away, or mutter things like "everypony's getting stranger by the day." But, either way, Sonic didn't mind at all. However, Twilight did though. Every once in a while, she would peek back and forth, roll her eyes, sigh, or say stuff like "Sonic, I know you aren't from this world, but, can you please try to act more pony like, or at least lie down the way a normal pony would instead of lying in a tree?"

Now the lavender pony was reading an urban legend.

"Once upon a time, in the magical land of Equestria,..." she started.

Sonic, who was supposedly taking a nap, twitched his ear and lifted it up a bit, and listened as Twilight read on.

"._..there were two regal sisters who ruled together and created harmony for all the land. To do this, the eldest used her unicorn powers to raise the sun at younger brought out the moon to begin the night. Thus, the two sisters maintained balance for their kingdom and their subjects: all the different types of ponies._" she read and continued.

Meanwhile, Sonic was thinking to himself. _'So, how this world works with the sun and the moon, is by two princesses, huh? Interesting. I bet Celestia's one of the- wait she has a sister?'_ But, he decided to push that thought short and continue listening.

"_But as time went on, the younger sister became resentful. The ponies relished and played in the day her elder sister brought forth, but shunned and slept through her beautiful night. One fateful day, the younger unicorn refused to lower the moon to make way for the dawn. The elder sister tried to reason with her, but the bitterness in the young one's heart had transformed her into a wicked mare of darkness: Night Mare Moon. She vowed that she would shroud the land in eternal night._ "

_'Jeez, this second princess sounds like some kinda nightmare or something.'_ Sonic thought.

"_Reluctantly, the elder sister harnessed the most powerful magic known to ponydom: The Elements of Harmony! Using the magic of The Elements of Harmony, she defeated her younger sister and banished her permanently in the moon. The elder sister took on responsibility for both sun and moon...and harmony has been maintained in Equestria for generations since._" the lavender pony finished.

"Huh, Elements of Harmony? " this time, Sonic asked. Twilight only nodded.

"Right, hmm... Elements of Harmony. I know I've heard of those before, but where?" she questioned as she stared in the sky.

"Well," Sonic started as he jumped out of the tree he was in and landed perfectly on all fours on the ground,"I'm sure you'll remember something sooner or later."

"I guess you're right, I'm going to head back to my house to do some research." Twilight said. "What about you?"

Sonic stretched his legs and trotted a little bit. "Me? I'll be going on a run."

"Well, alright, don't be gone for too long." Twilight warned. Sonic only smirked. "Heh, don't worry, I'll be back before you can say chili dogs!" And with being said, the cobalt blue earth pony dashed away quicker than the speed of sound.

Twilight only shook her head. "Chili dogs? What does that even mean? I swear that pony's weird." Afterwards, she decided to walk home.

* * *

Walking up a small hill and down a wide path, Twilight smiled as she enjoyed the peace all around her. But she stopped in her tracks when three female unicorns blocked her path.

"There you are Twilight," one of them started, "Moon Dancer is having a little get together in the west castle courtyard, ya wanna come?" she leaned closer as the other two ponies followed.

Twilight looked overwhelmed just for a moment before she said "Oh, sorry girls, I got alot of studying to catch up on." and she dashed away before any of the three ponies could say anything else. The pony who spoke before sighed and turned to the pony next to her. "Does that pony do anything except study?" she asked. "I think, she's more interested in books than friends." and all three ponies started to walk away.

Meanwhile, Twilight had only one thing on her mind. "I know I've heard of the Elements of Harmony." She was so focused that she didn't noticed two more unicorns and one of them waving at her once she passed by. Finally, running up a huge flight of stairs, she was home.

Spike who was happily carrying a small red box wrapped tightly in a yellow ribbon, walked towards two large doors, well that is until they were sent flying open and crashed into him, sending the baby dragon flying backwards, along with his box.

"Spike, SPIKE!" Twilight called as she walked in through the doors. "Spike?" she stopped once she noticed Spike on the floor. The poor dragon sat up and rubbed his head once Twilight trotted through and up a couple of stairs.

"Quick, find me an old copy of predictions and prophecies." she said looking at her librarian home and back to spike, but then she noticed a crumpled up red box with a ripped yellow ribbon. "What's that for?"

Spike, who was still rubbing his head, followed Twilight's gaze until he noticed his tail sticking through his read box from earlier. He then proceeded to separate his tail from it. "Well, it was a gift for Moon Dancer, but-" he was interrupted when what looked to be a torn teddy bear suddenly fell from the box.

"Oh Spike, you know we don't have time for that sort of thing." Twilight said with a disapproval in her voice while searching through books. "But, we're on a break!' Spike cried. Twilight ignored her assistant and then proceeded to use her magic to search through books. But she quickly got frustrated when she couldn't find the book she was looking for. "Spike!" she cried.

"It's over here!" Spike shouted waving a navy blue book up high on a latter. He only had a brief moment to look at before it, along with him suddenly flew towards Twilight, thanks to her magic. The poor dragon fell flat on the floor, still holding the book. Satisfied, Twilight took the book and walked towards a desk.

* * *

Sonic was on his way back to Twilight's home. While on his run, he dodged by passing ponies, and even talked to some of them. But, every once in a while, he would stop to look up at the sky and think to himself while running. In fact, that's exactly what he was doing right now.

_'Man, I wonder how the others are doing right now, I hope they're doing okay. I haven't seen them for days, are they even in this world? If so then I gotta find them!'_ he thought. But, he was so deep in thought that he didn't notice a young pony walking in his direction, who also wasn't paying attention. Both him and the mysterious pony collided with each other.

A bit fazed because of the hard impact, Sonic rubbed his new forming bump on his head with his hoof. "Ow, what a ride." He opened his eyes and noticed a young pony rubbing his head. He took the time to examine him. The pony was a deep yellow young colt and looked around the age 8, he had a pair of wings and had a deep yellow mane and tail, although the lower half of the tail seemed to be covered with white. He also noticed the pony had and a wrench and two screws for a cutie mark. Finally, Sonic got up and walked over to the fallen pony, and helped him up.

"Hey, are you okay?" he asked softly.

The pony, well, Pegasus, only nodded, and said "Yeah, thanks for helping me up. By the way, I'm sorry for not looking where I was going, mister."

Sonic, who had his eyes closed for a second, suddenly shot them open and turned to the young Pegasus in surprise, he knew that voice from anywhere. "TAILS!?"

The young Pegasus immediately shot open his sky blue eyes and snapped his head straight towards Sonic."SONIC!?" he exclaimed.

For what seemed like hours, but in reality only minutes, both ponies stopped staring and hugged each other. Sonic has just found his best friend/ little brother, Miles Tails Prower. Afterwards, the two smiled and bro fist, well bro hoofed each other.

"Tails, it's good to seeya again, lil' buddy." Sonic said with a bright smile on his face. Tails smiled and nodded. "Sonic, boy am I glad to see you. I've been wandering around this place looking for you and the others for days." But then, his face expression changed from relief and joy to confusion. "By the way, I've been meaning to ask these questions ever since I woke up. Where are we and why are we ponies?"

Sonic chuckled nervously and said "Well Tails, funny thing is after that machine exploded and all the emeralds suddenly glowed, Chaos Control happened, which sent us to this world, Equestria." He paused and looked over to Tails, the young Pegasus was still a little confused, so he continued. "What I learned, Equestria is a world filled with mainly ponies, they're other creatures too, they're also ruled by this Alicorn princess named Princess Celestia. I'm not really sure why we've been turned into ponies, but, we're going to have to bare with it and find the Chaos Emeralds, which in no doubt are scattered all around this world." Afterwards, he turned to Tails. "Well buddy, are you up for another adventure?"

Tails smiled and gladly said "You know I'm always up for it, Sonic." and the two shook hooves. Sonic then had an idea, "Hey Tails, there's someone I would like for you to meet. I bet you two would get along great. You up for it?"

"I"m up for it, lead the way, Sonic!" Tails said. Sonic grinned and faced the road, doing some of his fancy footwork. "Alright, here we... GO!" Quicker than the blink of the naked eye, the blue earth pony dashed down the road. Tails followed closely.

Sonic looked over his shoulder and noticed Tails flying a couple feet behind him, but, was pretty amazed to see him flying with his wings, since he doesn't have his famous two tails. Now, they were really on their way to Twilight's home.

* * *

The duo came bursting through the doors, creating a big gush of wind.

"Hey, I'm back! Toldja I would be quick! There's someone I'd like you guys to m-" but Sonic cut himself off once he and Tails noticed Spike lying on the ground and books scattered everywhere on the floor. He rose an eyebrow.

"...Okay, what happened here?" he asked and afterwards, he and Tails helped the dragon up. Once Spike was up, he gave a little sigh and started to pick up the books off the ground, Tails decided to help too.

"Twilight, she was looking for a special kind of book and I helped, but-" the little dragon stopped once he looked at Tails, he finally noticed his appearance. "Hey Sonic, who's this?"

"Heh, I'm glad you asked." Sonic smirked, "Guys, meet Tails! My best bud of all time!" Spike smiled and got a little excited. "Oh, so you're one of Sonic's friends, and not only that, you're his best friend too? I'm Spike, it's nice to meet you!" as he shook Tails' hoof.

Tails in turn, smiled back. "It's nice to meet you too, Spike. Wow, I've never seen a dragon before, I-"

"SHHH!" Twilight shushed as she searched through her book.

"And that's Twilight." Spike muttered and continued to pick up the books.

"Elements, elements, e,e,e, aha." Twilight said flipping through pages until she found the right one. "Elements of Harmony, see Mare in the Moon?"

"Mare in the Moon? But, that's just an old pony's tale." Spike said, now on the same latter from earlier, who was putting up books.

"Mara, mare, aha!" Twilight once again said flipping through pages until she found the right one. "The Mare in the Moon, myth from olden pony times. A powerful pony who wanted to rule Equestria, defeated by the Elements of Harmony and imprisoned in the moon."

Both Sonic and Tails were both listening to Twilight read, they didn't even notice Spike struggling to put away all the books he was holding.

"Legend has it that on the longest day of the thousandth year, the stars will aid in her escape and she will bring about night time eternal." Twilight finished, and then she suddenly gasped.

"Everyone, do you know what this means?" she asked worriedly.

"No." Spike answered, and the latter suddenly leaned backwards, causing the poor dragon to fall. But luckily, Tails noticed this and flew up, catching his fall. Spike sighed in relief. "Phew, thanks Tails." Tails only gave a small nod and smile, while he descended back to the ground. Once, the two were on ground, Spike was handed a blank scroll, and a feathered pen by Twilight.

"Take a note, please. To the princess" she requested.

"Okie dokie." was Spike's response as he hopped off Tails' back. Both Sonic and Tails sat down and listened.

"My dearest teacher. My continuing studies of pony magic have led me to discover, that we're on the precipice of disaster..." she started, that is until Spike interrupted her. "Hold on. Preci... preci..." he tried to pronounce. Twilight gave him a look of disbelief before she simply said "Threshold." But, even Spike couldn't pronounce that. "Uh, brink?" she suggested. Spike gave her a confused stare. "Ugh! That something really bad is about to happen." she finally in a easier way. Spike jolted down those words and continued writing."For you see, the mythical Mare in the Moon is in fact Night Mare Moon and she's about to return to Equestria and bring with her eternal night. Something must be done to make sure this terrible prophecy does not come true. I await your quick response. Your faithful student, Twilight Sparkle"as she looked through her window. "Twilight. Sparkle. Got it." Spike said happily after he finished writing.

"Great, send it." Twilight ordered, sounding confident with her eyes closed.

"Now?" Spike asked unsure. Once Twilight heard this, she opened her eyes and looked at her assistant with disbelief. "Of course." "Uh, I don't know Twilight. Princess Celestia's a little busy getting ready for the Summer Sun Celebration. And it's like the day after tomorrow." Spike said. But suddenly, Twilight got in the little dragon's face.

"That's just it, Spike. The day after tomorrow is the thousandth year of the Summer Sun Celebration. It's imperative that the Princess is told right away!" she finished.

"Impera... imper-a..." Spike once again couldn't pronounce. This caused Twilight to get impatient, and it wasn't helping at the fact she could hear Sonic snickering in the background, and what sounded like Tails trying not to laugh and doing his best in scolding Sonic.

"Important!" she snapped, actually managing to send Spike flying backwards.

"Okay, okay." Spike said, now getting up and he took a deep breath towards the scroll in his hand. Both Sonic and Tails were confused about Spike's actions, that is until Spike suddenly breathed green fire and burned the scroll, until it was nothing left but lavender-ish smoke floating out the window. "There, it's on it's way."

"What was all that about?" Sonic suddenly blurted out, Tails nodding in agreement.

"Oh, what I did? It's something I do each time Twilight wants to send a letter to Princess Celestia." Spike answered. Afterwards, he turned his attention back to Twilight with a smile, who was pacing back and forth. "I wouldn't hold your breath."

"Oh, I'm not worried, Spike. The princess trusts me completely." she started, now walking over to him. "In all the years, she's been my mentor, she's never once doubted me."

"So, this Princess Celestia is your mentor and you're her student? That's interesting." Tails said. Twilight turned and finally noticed Tails' appearance, examining him a little while smiling proudly. "Yes I am. And you're one of Sonic's friends and best friend, if I heard correctly?"

Tails nodded with a smile. Sonic decided to jump in the conversation. "He's also the smartest kid I know."

"Really now? Well, I can tell we're going to get along fine." Twilight said warmly and shook Tails' hoof.

But suddenly, Spike burped up fire and out came his mouth was a scroll similar to Twilight's. Twilight walked up and smiled. "I'd knew she wanted to take immediate action." as it dropped to the ground. Spike picked it, looked at it for a few moments, and cleared his throat.

"My dearest, most faithful student, Twilight, you know that I value your diligence and I trust you completely..." he started to read in his best Celestia impression. Twilight, however, admired the princess' words.

"...But, you simply must stop reading those dusty old books." Spike suddenly said. This in turn, caused Twilight to gasp. Both Sonic and Tails shared each other looks.

* * *

Twilight, Spike, Sonic, and Tails were riding in a carriage being pulled by two royal Pegasi who were flying through the air. Now Sonic didn't want to be here, he wanted to run to wherever it is they were going to. But, with the tough convincing of both Tails and Spike, he finally gave in. As for Twilight, she wasn't having much fun either, she either pouted or rolled her eyes on nearly the whole trip, while Tails listened to every word Spike read off Princess Celestia's scroll.

"My dear Twilight, there is more to a to a young pony's life than studying. So I'm sending you to supervise preparations for the Summer Sun Celebration in this year's location, Ponyville." as a nice village appeared in view.

"And I have an even more essential task for you to complete... make some friends!" Spike finished, zipping up to the front for a better view. However, Twilight could only groan.

"Look on the bright side, Twilight. The princess arranged for you to stay in a library. Doesn't that make you happy?" Spike asked trying to cheer the lavender unicorn up.

"You know, he has a point." Tails said, joining in on the conversation. "I can tell you love books, and since you won't be able to work at your own library, a substitute library is perfect for you, Twilight."

Twilight pouted for a few more moments, before she suddenly sprang up. "Yes! Yes it does. You know why? Because I'm right! I'll check on the preparations as fast as I can. Then, get to the library to find some proof of Nightmare Moon's return."

Both Pegasus and dragon shared confused looks to each other, even Sonic gave them a look.

"Um Twilight...?" Tails started.

"...Then when will you make friends like the princess said?" Spike finished.

"She said to check on preparations." Twilight said, reminding them why they were actually here. "I am her student, and I'll do my royal duty. But, the fate of Equestria does not rest on me making friends." as the two royal stallions landed on ground. Afterwards, everyone got out of the carriage and on ground. Sonic was glad to be on the ground again.

"Finally! Now, I can run around all I want! And even check this place out! I'll see you guys later!" he said, about to make a break for it. But, just as he was about to take off, Tails managed to grab his tail with his mouth, keeping a firm grip on it too, and preventing the speedster from going anywhere. Sonic hadn't realized though, because he was running nonstop, but after awhile he stopped and noticed he hadn't move from his place. Turning around, he noticed Tails holding his tail.

"Hey Tails, what gives?" he asked a little annoyed. Tails shook his head and gave his 'big brother' a disapproval look, while he opened his mouth and let go of Sonic's tail.

"Sonic, you can't just leave. I think we should stick together. Twilight could use a hand with the preparations." he said. Sonic thought for and sighed. He then turned his attention back to Tails.

"You're right, I guess it couldn't hurt to look around for once." Sonic said with the right attitude, and turned his attention back to Twilight, who finished thanking the two stallions for the ride.

"Maybe the ponies in Ponyville will have interesting things to talk about." Spike said, turning his attention to Twilight. Sonic and Tails nodded in agreement, walking next to the purple dragon and lavender pony.

A pink pony who looked around the age 15, with a brilliant mane and tail, and had three balloons for a cutie mark, trotted happily up to the four and stopped. Spike stepped up and held his hands out.

"Come on Twilight, just try." he said, trying to encourage Twilight to make a friend. Twilight looked at Spike with a blank stare and back to the pink pony.

"Uh, hello." she said nervously. But suddenly, the pink pony made a huge and loud gasp, and zoomed away almost at Shadow's speed. All four ducked to get out of the way. Afterwards, Sonic gave Tails a confused look.

"What the heck was her problem?" Sonic asked. Tails only shrugged his shoulders."Geez, and I thought Marine was crazy."

"Well, that was interesting alright." Twilight commented and she started to walk off. Spike sighed and started to follow Twilight.

"Come on, Tails. Those preparations aren't going to check themselves." Sonic said. Tails nodded. "Right."

And the two followed Twilight and Spike.

* * *

"Summer Sun Celebration Official Overseers Checklist." Spike said while holding a list and paper in his hands. He, Twilight, Sonic and Tails were walking down a dirt path."Number one: bank with preparations, Sweet Apple Acres." as they entered the entrance of a what looked to be a farm with apple trees everywhere. Sonic whistled at the sight.

"Man, the ponies here must really love apples." he commented, looking at each apple tree he saw. But everyone stopped in their tracks once they heard a female voice.

"Yee-haw!"

A orange pony who looked around the age 16, with a blonde mane and tail, sap green eyes, wearing a cowboy hat, and had three apples for a cutie mark, ran up to an apple tree and bucked it hard. Once she did this, all the apples in the tree fell out of the tree and into the baskets below. Afterwards, she did a triumph pose. This seemed to impress Sonic and Tails, Twilight only seemed to sigh. "Lets get this over with." and her along with Spike, Sonic, and Tails walked over to the orange pony.

"Good afternoon, my name is Twilight Sparkle." but she didn't finish when suddenly the orange pony shook her hoof so fast, their hooves were an orange and lavender blur.

"Well, howdy do, miss Twilight. A pleasure making your acquaintance, I'm Applejack. We here in Sweet Apple Acres sure do like making new friends." the orange pony introduced herself, continuing to shake Twilight's hoof. She turned her attention to Sonic and Tails. "Howdy, what about you two?" Sonic put on his signature grin.

"My name's Sonic, Sonic the he- I mean pony." he said, catching himself. Tails only chuckled. "I'm Tails, it's nice to meet you."

"Well, it's nice meeting ya, partners." Applejack said, still shaking Twilight's hoof. Twilight finally caught up to what Applejack said. "Friends? Actually I-" finally though, Applejack let go of Twilight's hoof, getting to the point. "So, what can I do you for?"

Twilight's hoof continued to shake non stop, that is until Spike decided to help and stop it. Twilight placed her now normal hoof back on the ground, but she glared a little at Spike, once he giggled a little. After she finished, she cleared her throat. "Well, I am in fact, here to supervise preparations for the Summer Sun Celebration. And you're in charge in the food?"

"We sure sugar are. Would ya care to sample some?" Applejack offered.

"Well, as long as it doesn't take too long." Twilight said, but during her sentence, Applejack already dashed on out of there and towards the food area. She hit a triangle with a metal pole, and suddenly shouted.

"Soups on, everypony!"

Twilight, Spike, Sonic, and Tails turned to look behind them and were shocked at what they saw. Before they had any time to react, they were suddenly bombarded with a stampede of different colored ponies. All the ponies carried them to a round table covered with a blanket, but when they were placed there, their heads were spinning. Their heads stopped once Applejack popped out of nowhere. "Now, why don't I introduce ya'll to the Apple Family." Twilight, Spike, Sonic, and Tails were pretty surprised when they noticed all the different colored ponies all around them.

Twilight put on a fake smile. "Thanks, but I really need to hurry." but she really couldn't say much afterwards, because Applejack started introducing each pony, which were her relatives and each relative she introduced, placed an apple relative food on the table, piling it.

Applejack paused for a breath of air and pointed to a red pony older than her, with the same eyes as her, had a peach colored mane and tail, and had a big green apple sliced in half for a cutie mark. "Big McIntosh."

She then pointed to a little blonde colored filly around the age of 6, who had brilliant gamboge eyes, a dark pink mane (with a huge pink bow) and tail, and had no cutie mark. "Apple Bloom."

Applejack quickly stuffed an apple in Twilight's mouth, before she pointed to an old green pony, with a white mane and tail, and had an apple pie for a cutie mark, rocking in a chair asleep. "Granny Smith. Up and at them, Granny Smith. We got guests." after she said that, Granny Smith awakened. "What?"

The old green pony mumble sleepily and made her way over to everyone else.

"Why, I'd say you're already part of the family." Applejack said, placing her hoof on Twilight's shoulder. Twilight widened her eyes and spat out the apple that was stuffed in her mouth, chuckling nervously. "Okay, well, I can see the food situation is handled, so we'll be on our way." all the ponies around her had a disappointed look on their faces. But, suddenly Twilight heard a cute little voice.

"Aren't you gonna stay for brunch?"

She looked down to see Apple Bloom using the puppy dog eyes on her.

"Sorry, but we have an awful lot to do." she apologized. Everyone awed in disappointment. Sonic looked around and back to Twilight.

"Hey, come on Twilight? How bad is it to stick around for a little while, huh?" he asked, trying to encourage her to stay, Tails and Spike nodded in agreement. Twilight looked at the three with a 'you're so not helping' look. After that, she look around at the disappointed faces everypony had, biting her lip. Finally, she succumbed into their disappointment. "Fine."

Once she said that, every pony, even Sonic, Tails, and Spike, cheered.

* * *

"Food's all taken care of, next is weather." Spike said checking his list while walking up a hill. He, along with Twilight, Sonic and Tails shortly left the Sweet Apple Acres, and were now walking around in Ponyville. He looked back to Twilight, who was walking with a full stomach.

"Ugh, I ate too much pie." she moaned. Sonic only snickered. Tails and Twilight shot him a quick glare, causing him to stop and shrug his shoulders. "What? When I said stick around for a little while, I didn't mean devour everything you saw on the table." Twilight only rolled her eyes.

"Hmm, there's supposed to be a Pegasus pony named Rainbow Dash clearing the clouds." Spike said, looking in the sky. This caught Tails' attention.

"A Pegasus pony? You mean a pony who has wings like me?" he asked, pointing to his wings. Spike nodded.

"Oh right, I forgot you're not from this world. Yeah, she's supposed to be a Pegasus just like you, Tails. Pegasi are known as weather ponies. Their job is to control the weather, and can even walk on clouds." Spike said, turning his attention to the yellow Pegasus and back to the sky.

"Walking on clouds? That's pretty cool." Tails said, looking into the sky as well. Twilight and Sonic looked up in the sky and noticed the clouds were still in the sky.

"Well, she's not doing a very good job is she?" Twilight said. But before she could say anything else, a rainbow blur crashed into her, causing her and the blur to land in a big mud puddle. Sonic barely had enough time to quick step out of the way. "Whoa!"

After that happened, he, Tails, and Spike noticed a light blue Pegasus pony, who looked around the age 15, with cerise colored eyes, a rainbow mane and tail, and had a cloud and a rainbow lightning bolt for a cutie mark, lying on top of Twilight. Both ponies were covered in mud. The pony got off of Twilight and noticed her covered in mud lying in a mud puddle. She chuckled nervously at the sight. "Uh, excuse me?"

But, Twilight only groaned, causing the Pegasus to giggle. Flapping her wings and flying in the air, she said "Let me help you." she flew off and came back, shoving a huge rain cloud above Twilight. Unfortunately, the cloud was also above Sonic and Tails. The blue Pegasus bounced on it, causing rain to form from it. Sonic knew what was about to happen.

"Nuh uh, there's no way I'm getting wet today!" he cried and dashed away from the cloud, leaving both Twilight and Tails to get drenched in rain. Once the rain ended, the two were soaking wet. Tails cast Sonic an annoyed look.

"Gee, thanks for leaving me to get wet, Sonic." he said, annoyed. Sonic rubbed behind his head with his hoof. "Whoops, sorry bud."

The Pegasus was staring at Sonic, noticing how quickly he had ran from her cloud. After a while, she shook her head. "I must be seeing things." She then noticed how soaked Twilight and Tails were and giggled. "Oops, I-I guess I over did it. Um... uh, how about this..."

Twilight gave the pony an unsatisfied look, while Tails tried shaking himself dry, but to no avail. They stopped once they saw something unbelievable. Even Sonic and Spike seemed a bit surprised. The Pegasus pony performed some kind of rainbow tornado around both Twilight and Tails.

"...My very own patented rain-blow dry." as she stopped her performance and descended to the ground. "No, no, don't thank me. You're quite welcome." she boasted, that is until she noticed both Twilight and Tails. Both ponies' manes and tails were in a frenzy.

The light blue pony tried not to laugh, tears forming in her eyes, but failed and fell on the ground, laughing. Spike and Sonic noticed their hair and soon enough copied the fallen pony. Twilight finally decided to speak.

"Let me guess," she started, looking at the laughing light blue pony, who had both Spike and Sonic on her back, "you're Rainbow Dash."

The light blue Pegasus pony, or should I say, Rainbow Dash, opened her eyes and got up to her feet, sending Sonic and Spike flying off her back. "The one and only."

She suddenly flew in the air. "Why, you heard of me?" she asked getting into Twilight's face.

"I heard you're suppose to be keeping the sky clear." Twilight answered. She then sighed, and changed her attitude. "I'm Twilight Sparkle, and the princess sent me to check on the weather."

"Yeah, yeah, that'll be a snap. I'll do it in a jiffy. Just as soon as I'm done practicing." Rainbow Dash said, lying on a cloud, copying the style of how Sonic rests.

Curious, Twilight asked "Practicing? For what?" Rainbow Dash suddenly sprang up from her cloud and answered Twilight's question. "The Wonder Bolts!" she then pointed to a poster of Pegasi wearing these performance costumes on a building. "They're gonna perform at the celebration tomorrow."

"And I'm gonna show 'em my stuff." she said doing a loop in the air and landing on a cloud.

"The Wonder Bolts?" Twilight smirked.

"Yep." Rainbow Dash answered retaking the position of how Sonic takes his naps.

"The most talented fliers in all of Equestria?" Twilight smirked again.

"That's them." Rainbow Dash said.

"Pfft, please, they'd never except a Pegasus who can't even keep the sky clear for one measly day." Twilight smirked one last time. Rainbow Dash sat up and looked at Twilight.

"Hey, I can clear this sky in ten seconds flat." She claimed.

"Prove it." Twilight challenged.

"Now this is something I gotta see." Sonic whispered to Tails. Tails nodded and turn his attention back to Twilight and Rainbow Dash.

Rainbow Dash had a worried look on her face for just a second, before she suddenly pulled a confident look on her face. Almost at Sonic's speed, she took off in the sky and bucked every cloud she saw, making them disappear. She zoomed around so many times, it caused Twilight, Sonic, and Tails' manes and tails to go flying. Even Spike's spikes to be in a similar state. Afterwards, their jaws opened in shock. Rainbow Dash finally finished with a loop in the air.

"What I say, ten. Seconds. Flat." She said, landing on a bridge. The sky was completely cleared, not a cloud in the sky. "I'd never leave Ponyville hanging."

All three ponies and dragon were gobsmacked for what Rainbow Dash has done. But Spike, Sonic, and Tails snapped out of it, leaving Twilight to be the only one gobsmacked once Rainbow Dash chuckled.

"You should see the look on your face." she said, flying around. "Ha, you're a laugh, Twilight Sparkle. I can't wait to hang out some more." after she finished, she zoomed away in the sky. Spike was amazed.

"Wow, she's amazing." Spike said, snapping Twilight out of her trance. Sonic nodded in agreement.

"I'll say, she makes Shadow look slow, and that's saying something." Sonic said, looking in the direction Rainbow Dash had took off. "I'll have to race with her sometime." Tails chuckled."S-Sonic, is racing all you ever think about when it comes to new speedsters?"

Sonic gave a cheesy grin. "What, you should know speed is my game." Tails nodded. "True."

Spike played a little with Twilight's messy mane, trying to not to laugh, but right now, he was failing. Twilight groaned and started to walk off, Spike, Sonic, and Tails following behind.

Spike got up closer to her and said "Wait, it's kinda pretty once you get used to it."

* * *

Everyone were now in a fancy place. Spike was checking the list once again. "Decorations." There were decorations all around the place, they were sparkling and spotless.

"Beautiful." he suddenly said.

"Yes, the decors are coming along nicely. This outta be quick. I'll be in the library in no time." Twilight said examining the decorations all around her.

Sonic whistled. "Now, this is what I call first class." Twilight nodded. "Yes, beautiful indeed."

Spike shook his head. "Not the decor. Her." as the little dragon pointed to a pony ahead of them. This pony was a white unicorn with azure eyes and looked around 16. She had a purple curly mane and tail, and her cutie mark was three diamonds. This pony used her magic to search through different colored ribbons. Spike had hearts in his eyes, and fixed up his spiky hair. "How are my spines? Are they straight?" as he grabbed his tail.

Twilight, Sonic, and Tails realized what was going on and rolled their eyes. Well, Twilight and Tails did, Sonic only snickered.

"Looks like somebody's in love." he whispered to both ponies. They nodded and turned back to the white started walking up to the her. "Good afternoon."

"Just a moment, please. I'm in the zone." the white pony said. "Ah yes, sparkles always does the trick does it not? Why there, you are a talent." as she tied a red ribbon, making it become a bow.

"Now, um, how can I help you-WAHHH!" she started to ask, until she turned around and noticed Twilight's messy mane and tail, screaming a bit. "Oh my stars, darling. Whatever happened to your coiffeur?" She then looked at Tails. "You too, honey!"

Twilight looked at her messy mane. "Oh you mean our manes? Well, it's a long story. We're just here to check on the decorations and then'll we'll be outta your hair."

"Out of my hair? What about your hair? His too." the pony said, and then she started to shove both Twilight and Tails away.

"Wait, where are we going? Help!" Twilight cried, trying to get away. Tails didn't try to beak free, he could use a good hair washing just right about now. "Gladly, that way my hair won't be so wild anymore."

Spike, still love- struck, followed them, using his tail to fly like Tails would normally do. Sonic only shook his head. "Oh brother, talk about drama." and he too, started to follow them.

* * *

Twilight and Tails were trying on different outfits while Sonic and Spike sat back and watched, well Sonic was watching, Spike was in lovey daze, thanks to the white pony. But she didn't like neither of them. Finally though, she found the perfect outfit for both ponies. The pony was right now having doing the finishing touches to their outfits.

"Now go on my dears, you were telling me where you're from." she said tightening Twilight's outfit around her waist with her mouth, and tying ribbons around Tails' wings and tail with her magic. Both ponies were uncomfortable at the moment. Twilight somehow managed to choke out the words.

"We've... been... sent... from... Canter-lot...to ..."

At this moment, the white pony opened her eyes and released her grip on Twilight, sending both of them flying in opposite directions.

"Canterlot!" she cried. She then got in Twilight's face. "Oh, I am so envious, the glamorous sophistication. I have always dreamed of living there. I can't wait to hear all about it. We're going to be the best of friends, you and I." she suddenly looked at Twilight's outfit. "Emeralds? What was I thinking? Let me get you some rubies." as she dashed off.

Twilight then turned to leave. "Quick, before she decides to dye my coat a new color!" as she hightailed it out of there.

Tails followed in hot pro-suit."Yeah, all I ever asked for is if she could clean up my mane and tail!"

Sonic shook his head. "Man, now this really IS drama." he then turned to a love struck Spike. "Come on Spike, lets get outta here before that pony comes back and decides to give us a total makeover."

And with that being said, he grabbed Spike's tail with his mouth and started to drag the love struck dragon off. But Spike didn't notice, he just sighed.

* * *

Spike was still in a love daze, while riding Twilight's back. He sighed again. "Wasn't she wonderful?"

"Focus Casanova, what's next on the list?" Twilight asked, now back to normal.

Spike cleared his throat. "Oh, uh, music! It's the last one." But Twilight, and Spike along with Sonic and Tails stopped walking once they heard a nice tune. To get a closer look, everyone walked through a couple of bushes. What they saw next was a light yellow Pegasus pony who looked 15, had a pink tail and mane, and whose cutie mark was three butterflies, flying in the air in front of a tree.

She was directing a bunch of birds that were on tree branches. She found a mistake with one of the birds and was about to direct once more until Twilight shouted,

"Hello!"

After that happened, the Pegasus jumped in surprise while each bird in the tree flew away. She then looked down to see Twilight, Sonic, and Tails.

"Oh my, I'm so sorry. I didn't mean to frighten your birds. I'm just here to check up on the music, and it sounded beautiful. " Twilight said. Afterwards, the light yellow Pegasus pony landed and looked around, avoiding everyone's gaze. With all the silence, Twilight smiled nervously.

"I'm Twilight Sparkle, and these two are Sonic and Tails." she said, pointed to both ponies.

"Hey there." Sonic greeted, waving his hoof.

"Hi." Tails greeted, copying Sonic.

"What's your name?" Twilight asked. The light yellow Pegasus finally started to say something.

"I'm... Flutter *mumble*." she muttered so that Twilight, Sonic, or Tails couldn't hear it. This time Sonic decided to ask.

"Um, what was that?" he asked.

"I'm, my name is Flutter *mumble*" she muttered again, backing away a bit. Tails was the next one to give it a try.

"Uh, we didn't quite catch that." he said. This time the Pegasus pony whimpered and backed away even more. There was once again silence.

"Well, um, looks like your birds are back, so I guess everything's in order. Keep up the good work." Twilight said, trying to clear the awkwardness around. But the Pegasus pony whimpered once more.

"Okay." Twilight said backing up a bit. The light yellow Pegasus pony looked from the ground and back to Twilight, who was now talking to Spike.

"Well, that was easy." She said.

"Easy? Uh, I wouldn't really say easy, she hardly talked." Sonic said.

But, the light yellow pony saw Spike, she gasped and flew up. "A baby dragon!" and the next thing both Twilight and Sonic knew, they were sent flying thanks to the pony shoving them with excitement. Tails decided to be smart, and fly out of the way.

"I've never seen a baby dragon before! He's so cute!" the pony said looking Spike directly in the face. Spike smiled and turned to both Twilight and Sonic, who were lying on the ground a bit fazed. "Well, well, well." afterwards, he turned back to the pony with his arms crossed and a look of pleasure on his face, as the pony examined him completely.

"Oh my, he talks. I didn't know dragons could talk." she said, amazed.

Tails flew right next to her, still in the air with a smile on his face."Trust me, I didn't think dragons could talk either, but this one is special." The light yellow pony looked at him, and smiled.

"A dragon who talks, that's just so incredibly wonderful. I..I just don't even know what to say." she said, flying next to Tails. But both Pegasi were surprised when Spike started to float in the air and landed right on Twilight's back, thanks to her magic.

"Well, in that case, we better be going." Twilight said, starting to walk off.

"Yeah, I think we're done here, come on Tails." Sonic said, following her. Tails nodded and started to fly behind the trio. But the light yellow Pegasus caught up to them and started to follow them back to Ponyville.

"Wait, wait, what's his name?" she asked. Spike faced her with a smile. "I'm Spike."

"Hi Spike, I'm , a talking dragon. And what do dragons talk about?" the pony asked.

"Well, what do you want to know?" Spike asked.

"Absolutely, everything." Fluttershy said. Once Twilight heard this, she widened her eyes a bit and groaned. Everyone started walking up a large hill, but Spike's voice boomed in the distance. "Well, I started out as a cute little purple and green egg...

* * *

"...And that's the story of my whole entire life. Well, up until today." Spike finished, still riding Twilight's back. Everyone were now walking in Ponyville. Twilight was plain out annoyed, she already knew of Spike's life and didn't to want to listen to it all over again. Sonic and Tails, on the other hand, didn't mind at all. They could've used a good story and what Spike just told, had made their day. But, Fluttershy was the most interested out of everyone. She would say stuff like "wow" or "really, that's amazing" on the way.

"Do you wanna hear about today?" Spike asked.

"Oh, yes please." Fluttershy said, eager to hear more of Spike's story. Stopping, Twilight quickly turned around and faced Fluttershy, with a fake smile on her face, while they along with Sonic and Tails, stood in front of a giant tree like house.

"I am so sorry. How did we get here so fast? This is where we're staying while in Ponyville and my poor baby dragon needs his sleep." she said, trying to convince Fluttershy to leave.

"No I don't." Spike tried protesting, but Twilight bounced her body upwards, sending Spike flying off and on the ground. She then brought her face closer to Spike. "Aw, look at that. He's so sweepy, he can't even keep his wittle bawence." She smiled even more, hoping that Fluttershy would leave, while Spike had an annoyed look on his face. Fluttershy suddenly flew in scooped Spike in her arms, floating in the air.

"Poor thing, we simply must get him to bed." she said, opening the front door and flying inside the house. But Twilight dashed in and shoved Fluttershy out.

"Yes, yes, we'll get right on that. Well, good night." she said, slamming the door right in Fluttershy's face. Fluttershy was left gobsmacked. Tails flew over and held out his hoof.

"Well, it was nice meeting you, Fluttershy. I guess, we'll see you again sometime." he said. Fluttershy smiled and shook his hoof.

"Same to you, Tails. You too, Sonic." she said. Sonic nodded.

"Right, well, catcha later!" Sonic said, as he pulled Tails away and in the house.

* * *

Once they were in the house, it was completely dark inside. All that could be seen, were their eye color. They saw Twilight and Spike's eye color, and walked over to them. Spike pouted at Twilight.

"Humph, rude much." he said.

"Sorry Spike, but I have to convince the princess that Nightmare Moon is coming and we're running out of time." Twilight said, walking over to Spike. "I just need to be alone so I can study without a bunch of crazy ponies trying to make friends all the time."

Sonic and Tails looked at each other and back to Twilight.

"No way. Don't tell me you're still going on about that." Sonic said with disbelief.

Tails nodded in agreement. "I agree, I thought you would've forgotten that by now." Twilight however, only ignored them.

"Now, where's the light?" she asked, looking into the darkness all around her. But suddenly, the lights turned on and there were ponies everywhere.

"SURPRISE!" they shouted. This did surprise Twilight and the others, because she, Sonic, and Tails stood on their hind legs while Spike jumped in the air in surprise. Once they calmed down, they noticed it was a surprise groaned. Suddenly, the same pink pony they had encountered earlier, came up to them and shouted:

"SURPRISE!" After she finished, she introduced herself.

"Hi! I'm Pinkie Pie and I threw this party just for you! Were you surprised? Were you? We're you? Huh, huh, huh?" and she started bouncing around.

"Well, yeah, you had me surprised." Sonic said, truly.

"Me too." Tails piped up.

Twilight nodded. "Very surprised. Libraries are supposed to be quiet." as her ears drooped. Pinkie Pie only laughed.

"Well, that's silly. "What kinda welcome party would this be if it were quite!? I mean duh! BORING!" she said. But, Twilight started to walk off, Sonic and Tails followed. And unfortunately, Pinkie Pie did too. Wherever they would go, she'd yack on and on. Twilight groaned and rolled her eyes. But she stopped walking, to get a drink. Pinkie Pie still kept talking. Sonic saw what Twilight was about to drink and turned his attention to her.

"Uh Twilight, I wouldn't drink that if I were you." he warned. But Twilight ignored his warning and continued pouring her drink. She placed a straw in it and started to dink it, ignoring Pinkie Pie.

Pinkie Pie finished talking when she said "And I invited everyone in Ponyville, see? And now you have lots and lots of friends!" and everyone they've met on the way, appeared behind Pinkie Pie. Twilight shot her eyes clean open. She turned around and faced everyone. They could see her face had grown completely red, tears threatening to escape her eyes.

"Are you alright, Sugar cube?" Applejack asked.

"Twilight?" Tails asked with concern and curiosity.

"Oh boy, I tried to warn her." Sonic said.

Twilight suddenly leapt in the air while steam burst through her ears. It looked like her mane and tail was on fire for just a second, before she dashed up the stairs.

"Aw, she's so happy, she's crying!" Pinkie Pie said.

Spike picked up the bottle Twilight poured in her cup as a drink, reading the label. "Hot sauce." Sonic walked over to get a closer look.

"Hey, I tried to warn her, but she didn't listen." he said, shrugging his shoulders a bit. Pinkie Pie tipped over the bottle a bit, making hot sauce pour out and all over a cupcake. She then took the cupcake and shoved it her mouth. Applejack, Rainbow Dash, Rarity, Fluttershy, Sonic, Tails, and Spike gave her disgusted looks. Pinkie noticed them though.

"What? This is good." she said, eating the hot sauce covered cupcake. Sonic cringed at the sight.

"Okay, scratch that, she's WAY crazier than Marine." he muttered under his breath.

* * *

Twilight was in her bed, while a pillow was over her head, trying to drown the music that could be heard downstairs. Irritated, she brought up her head and looked at her clock. Annoyed, she groaned. Suddenly though, her door opened, and in came the room was Spike, Sonic, and Tails. Spike wearing a lamp top on his head.

"Hey Twilight, Pinkie Pie's starting Pin the Tail on the Pony! Wanna play?" he asked. Twilight was now even more annoyed.

"No! All the ponies in this town are CRAZY!" she finally snapped. "DO YOU KNOW WHAT TIME IT IS!?"

"It's the eve of the Summer Sun Celebration. Everypony has to stay up or they'll miss the princess raise the sun!" Spike said. "You really should lighten up, Twilight. It's a party!" as the little dragon and Tails walked out the room, they stopped and waited for Sonic, who hasn't followed. Sonic looked at Twilight and then back at Tails and Spike.

"Uh, you guys go ahead, I'll catch up later." he said. Both dragon and Pegasus nodded and shut the door, leaving both Sonic and Twilight alone. Sonic jumped up to Twilight's bed, so that he could get more closer and talk more. Twilight looked at him for just a minute, before she sighed.

"So," Sonic started, "why the long face?"

"It's nothing." Twilight a bit depressed. Sonic rose his eye brows at her.

"Really? Because that sounds a bit too depressing to be just nothing. So, what's really wrong?" he asked, hoping for a proper answer this time. Twilight slowly turned to the blue earth pony, a sad look on her face.

"It's just I'm a little shocked the princess doubted me. She's never done it before. I've been her rightful and faithful student for years, and never once did she doubt me. I've read the book three times repeatedly, making sure I didn't leave anything behind, and I didn't. I'm right, but no one seems to believe me, not even you." she said, almost at the point of tears. Sonic drooped his ears and sighed.

"Okay, I'll admit I didn't believe ya out first... but you taking it so seriously as time went on, made me realize that you might've been right. So in a way, I do believe you. And are you really gonna let some princess who think she knows everything stop you from making a point. I know she's royalty and all, but hey, nobody's perfect, not even me! So if you say this Nightmare Moon chick will return, then she'll return! And once she does, we'll kick her butt!" Sonic said cockily.

Twilight smiled and hugged him, saying "Thanks, Sonic. That helped a bunch." Sonic was startled at first, but slowly rubbed the back of his head, chuckling nervously and blushing a bit."Heh, heh, hey no problem. Um, no offence, but can you let go? I'm not the type of hedgehog to cuddle."

Twilight released her grip, blushing a scarlet red. "Oh right, sorry." Sonic chuckled. "Heh, don't worry about it."

But suddenly, Spike and Tails burst through the door.

"Come on you guys! It's time to watch the sun rise!" Spike cried.

"Yeah, we don't want to be late!" Tails cried.

* * *

There were ponies everywhere at the celebration. Pegasi hovered in the air, while unicorns and earth ponies stood on the ground, waiting eagerly for the celebration to begin. Sonic and Twilight stood side by side, waiting. Well, Twilight waited anyway, Sonic was tapping his right back hoof impatiently, since we all knew he hated waiting so much. Spike was sitting on Twilight's back while Tails hovered in the air above Twilight and Sonic. But out of nowhere, Pinkie Pie suddenly rushed up to the four.

"Isn't this exciting!? Are you excited, because I'm excited! I've never been so excited! Well, except for the time that I saw you walking into town, and I went like *gasp*. I mean really, who can top that?" she said, but she stopped once music started to play. Everyone could see Fluttershy directing all the birds she directed earlier. They performing for the arrival of princess spot light appeared directly on a pale light amber pony.

"Fillies and gentlecolts, as mayor of Ponyville, it is my great pleasure to announce the beginning of the Summer Sun Celebration!" she announced. Every pony in the room started cheering. The only ones who didn't were Twilight, Spike, Sonic, and Tails. "In just a few moments, our town will witness the magic of sunrise and celebrate this, the longest day of the year!"

While the mayor talked, Twilight looked at the moon in concern. She could see the shape of an alicorn. Worried, she turned her attention back to the mayor. "And now, it is my great honor to introduce to you, the ruler of our land, the very pony who gives us the sun and the moon each and everyday, the good, the wise, the bringer of harmony to all of Equestria..."

Fluttershy faced her birds. "Ready?"

"...Princess Celestia!" afterwards, the white pony, well Rarity, pulled the rope, opening the curtains. The spotlight that was meant to land on the princess, instead landed on the floor. Rarity gasped.

"This can't be good." Twilight said, with concern all in her voice. Sonic nodded in agreement. "Something tells me this isn't gonna end well."

Whispers grew louder by the minute.

"Remain calm, everypony. There must be a reasonable explanation."said the mayor, trying her best to hide her worried tone. Pinkie Pie suddenly started bouncing up and down.

"Ooh! Ooh! I love guessing games! Is she hiding?" she said looking around. Rarity trotted from the back of the curtains. "She's gone!"

After she announced this, everyone in the room gasped.

"Ooh, she's good." Pinkie Pie said, thinking this was hide n seek.

But suddenly she screamed, and everyone could see why too. Strange violet fog started to appear from the curtains. Twilight instantly realized what was happening. "Oh no." But she wasn't the only one. Sonic tensed up with Tails flying by his side. Both ponies had a fighting stance ready. As the fog grew bigger, the room grew more silent. Finally, the fog dispersed and a alicorn was revealed.

This alicorn was as black as the night. Her eyes were an icy blue, and her mane and tail were made of that strange fog from earlier. She wore a helmet and her cutie mark was a moon.

"Nightmare Moon!" Twilight, Sonic, and Tails exclaimed. Spike was so overwhelmed with shock and fear, he fainted. Luckily, Tails caught him, letting the dragon lie on his back. Nightmare Moon looked at all the ponies in the room.

"Oh my beloved subjects, it's been so long since I've seen your precious little sun loving faces." as almost each and every pony showed fear on their faces. Rainbow Dash stepped forward.

"What did you do with our princess!?" she demanded, and then started to charge to the alicorn, until Applejack grabbed her by the tail. "Whoa there, nelly!"

Nightmare Moon suddenly laughed. "Why, am I not royal enough for you? Don't you know who I am?"

Pinkie Pie took a guess. "Ooh, ooh, more guessing games! Um, Hokey Smokes! How about, Queen Meanie! No Black Snoodey, Black Snoodey!" Applejack stuffed a cupcake in the pony's mouth, to shut her up.

"Does my crown no longer count now that I have been imprisoned for a thousand years?" Nightmare Moon asked as she got in Fluttershy' face, causing all of her birds to fly away, and her to freak out. "Did you not recall legend? Did you not see the signs?" as she flew in Rarity's face, but stopped once she heard a voice shout.

"We did!"

Turning around, she saw Twilight, Sonic, and Tails step forward.

"And we know who you are!" Sonic said.

"You're the Mare in the Moon..." Tails said.

"...Nightmare Moon!" Twilight said.

Everyone in the room gasped. Nightmare Moon had a satisfied look on her face. "Well, well, well, a few ponies who remember me. Then you also know why I'm here."

"You're here too... too.." Twilight said and she gulp, unable to say anything else.

Nightmare Moon laughed. "Remember this day, little ponies, for it was your last. From this moment forth, the night will last... FOREVER!" and the dark royal alicorn laughed a bone chilling laugh that'd sent shivers down your spine. Fog erupted from her spreading around the room, and lightning formed. Twilight had a look of fear on her face.

As for Sonic, he gritted his teeth.

_'Oh boy,'_ he thought, _'here comes the parade.'_

* * *

**So what did you think? And aw snap, Twilight, Sonic, and their friends are in the hot water now! Think you know what's gonna happen next? Who's the next friend Sonic will find? What happened to Dr. Eggman? Stick around and find! Please R & R!**


	3. Episode 2: Friendship is Magic Pt2

**Okay, I know you all may be wondering "Huh, who's this person?" or "why's she continuing this story if it's not her's", but in truth, this really is Yasmine155. I had to get a new account since my old computer broke down, but hey I'm still going to continue the story, so no sweat. Now, recently on my last chapter, some people requested if I could put a certain black and red hedgehog in this chapter, so guess what? Your wish has come true!**

**Disclaimer: I don't own Sonic(SEGA) or My Little Pony(Hasbro)**

**On with the story!**

**Sonic: Heroes of Equestria**

**Episode 2: Friendship is Magic Pt.2**

**Characters: Sonic, Tails, Shadow, Twilight Sparkle, Spike, Pinkie Pie, Applejack, Rainbow Dash, Rarity, Fluttershy, Nightmare Moon, Princess Celestia, and Princess Luna.**

* * *

All everyone could do was watch in pure horror as the wicked, dark princess, Nightmare Moon, roared with her evil laughter, lightning by her side growing more intense by the minute.

"Seize her! Only she knows where the princess is!" ordered the mare of Ponyville, Mayor Mare. All at once, the royal stallions shot up in the sky, flying towards the wicked black alicorn.

Sonic snorted. "Ha, you don't have to tell me twice!" and quicker than a blink of the naked eye, he shot off towards Nightmare Moon. Nightmare Moon ceased her laughter and noticed the oncoming threat.

"Stand back you fools!" she said, and then her eyes suddenly started to glow a pale blue. Just as the stallions were inches away from her, they were struck by lightning, causing them to crash to the ground. Nightmare Moon laughed once more, that is until she felt pain and suddenly hurled through the air and crashed into a wall thanks to a blue spiky ball. The ball uncurled itself only to reveal Sonic smirking down at the fallen Alicorn. He just used one of his famous attacks, the spin dash.

"Hey did someone order a special meal of butt kicking?" he smirked. Everyone were left speechless for what Sonic just did, even Nightmare Moon and Twilight. But Tails only cheered.

"Alright Sonic!"

Sonic winked at him and then turned his attention back to Nightmare Moon, who was just now getting back up. Once she was on her feet, she glared daggers at him, but was still a bit shocked.

"Such power," she started, "you...just...just who are you?"

Sonic smiled a cocky grin and then did a pose similar to the one Applejack did when they first met her.

"Sonic's the name, speed's my game!"

But, Nightmare Moon just chuckled. "Well, Sonic, even with your unique power, you won't be able to stop me!"

"Oh yeah? We'll just see about that!" Sonic said, preparing for another spin dash. But before he could attack, Nightmare Moon laughed a bone chilling laugh and became the strange violet fog Pinkie Pie saw earlier. She flew straight out the doors, any pony in her way had to duck or dodge. After struggling to escape, Rainbow Dash finally broke free from Applejack's grasp and flew outside after Nightmare Moon. Sonic was about to do the same, that is until he was stopped by Tails and Twilight.

"Hey, what gives? We gotta stop Nightmare Moon!" he cried.

"We can't right now Sonic, we just can't." Tails said.

"I agree, I think we should head back to the library. That way, we can find a way to defeat Nightmare Moon once and for all. Charging head first without thinking isn't the best idea." Twilight said. Sonic thought for a moment and sighed.

"Fine." he managed to say.

* * *

Meanwhile Rainbow Dash continued her chase with Nightmare Moon.

"Come back here!" she cried. But she stopped and panted, once Nightmare Moon was too far ahead of her. She watched as the fog continued to fade away in the horizon until it was no longer in sight. Rainbow Dash suddenly recalled what Nightmare Moon had said earlier.

"Night time...forever?" she said, not liking that idea. But her attention was drawn from the sky and to Twilight, Sonic, and Tails who galloped out the building, Sonic in the lead thanks to his speed. But Rainbow Dash wasn't paying attention to that at the time, she had her attention directly on Twilight.

"Where are they going?" she asked no one in particular.

* * *

Spike who was apparently sleeping due to him fainting earlier, suddenly jolted up and exclaimed:

"We gotta stop Nightmare-!" but he couldn't finish as he fell asleep once more. Twilight threw a small blanket over him with a small smile on her face. "

You've been up all night Spike. You are a BABY dragon after all." and she cut off the lights and walked out of the room, leaving the dragon to sleep away.

* * *

Sonic and Tails were waiting for Twilight to come down so they could discuss their problem. Right now at the moment, they were having a conversation.

"Sonic, do you think there's a possibility Eggman might've came here too?" Tails asked.

"Eh, it's a possibility. We still have to find the others." Sonic said. Tails nodded in agreement.

"Yeah, we still have to find Amy, Knuckles, Cream, Shadow, Rouge, Big, Silver, Blaze, the Chaotix, Marine, So-" but Tails didn't get to finish once Twilight finally arrived downstairs. Both colts turned their attention on her.

"So Twilight," Sonic started, "what's the plan?" Twilight galloped over to one of her book shelves and turned back to them.

"Our plan right now is to find the book that holds the information on the Elements of Harmony. Quick you two, start searching!" she said as she started to search for the book.

"Right!" both Sonic and Tails said as they dashed over to different book shelves and started to search for the book. Twilight searched book after book, but just had no luck finding the book she was looking for. After checking another book, she started to get frustrated.

"Elements, elements, elements, ugh! How can I stop Nightmare Moon without the Elements of Harmony!?" Twilight cried as she continued to search for the book with her magic. But just as she was about to continue her search, Rainbow Dash flew out of nowhere into Twilight's face. She didn't look too happy.

"And just what ARE the Elements of Harmony?!" she demanded. "And how did you guys know about Nightmare Moon, huh?!" she continued as Twilight started to walk backwards a bit overwhelmed. "Are you a SPY?!" but suddenly she was pulled backwards. "Whoa!"

Applejack held a firm grip on her tail just like earlier. But it didn't last for too long as she opened her mouth and let go. "Simmer down Sally, she ain't no spy." Sonic nodded in agreement.

"Yeah, cool it RD. We're just looking for something." he said. Rainbow Dash suddenly glared at him and flew up to his face.

"And YOU! How did you do that ball thing on Nightmare Moon, huh?! Are you a SPY?!" she cried. Sonic sighed. "Look, I'm able to do many things, okay? And no, I'm not a spy, just a traveler." Applejack nodded in agreement and turned her attention to Twilight and Tails as well.

"He's right, sugar. But they sure know what's going, don't you fellas?" she said walking closer to them along with Rainbow Dash, Fluttershy, Pinkie Pie, and Rarity. They all waited for an answer. Twilight looked at everyone for a moment before she let it all out.

"I read all about the prediction of Nightmare Moon. Some mysterious objects called the Elements of Harmony are the only things that can stop her. But I don't know what they are. Where to find them. I don't even know what they do!" Twilight explained as she stared at the moon out the window. But suddenly everyone turned their attention towards Pinkie Pie who was reading something of interest.

"The Elements of Harmony, a reference guide." she read. But suddenly she was roughly shoved out to the side by an anxious Twilight.

"How did you find that!?" she cried.

"It was under eeeeeee." Pinkie Pie sang as she bounced around.

"Oh." Twilight said in realization. She then used her magic to bring the book towards her and everyone else, opened it flipping through pages until she stopped on the page she was looking for. She then started to read what it said.

"There are six Elements of Harmony. But only five are known: Kindness, Laughter, Generosity, Honesty, and Loyalty." she read, but everyone failed to notice a hint of who those Elements could belong to. "The sixth is a complete mystery. It is said the last known location of the five Elements was in the ancient castle of the royal pony sisters." as she read on, Sonic's ear twitched.

"Hmm?" he said. He looked around and out the window, but didn't see anything. But he felt as if he were being watched. After staring at it for a while, he shrugged and continued to listen. But if he had looked just a few more seconds, he might've caught a glimpse of violet fog outside before it flew off into the night. Twilight continued her explanation.

"It is located in what is now..."

* * *

"...THE EVERFREE FOREST!" all the girls cried in fright. But Sonic and Tails didn't, they either shot each other looks or shrugged their shoulders.

From fright to excitement, Pinkie Pie said "Wee! Lets go!" but just as she was about to walk ahead, she was stopped by Twilight.

"Not so fast. Look, we appreciate the offer but we really rather do this on our own." she said. However, Applejack had other plans.

"No can do sugar cubes. We sure ain't letting any friends of ours go into that creepy place alone. We're sticking to you like caramel on a candy apple." she said as she and everyone else except Twilight, Sonic, Tails, and Pinkie trotted into the dark forest.

"Especially if there's candy apples in there." Pinkie Pie said. But all she received was complete silence from the other three ponies. "What? Those things are good!" as she trotted into the forest.

"Well, are we going in or what?" Sonic asked, breaking the silence.

Tails nodded. "Sure, what about you Twilight?" as he looked over to Twilight. The lavender unicorn sighed and said "Sure, I guess." before she, Sonic and Tails made their way into the forest.

* * *

"So, none of you have been in here before?" Twilight asked as she continued to lead the group.

"*gasp* Heavens no! Just look at it, it's dreadful..." Rarity started.

"And it ain't natural." Applejack finished. "Folks say it don't work the same as Equestria." A bit curious yet frightened, Tails asked "W-what's that supposed to mean?" Rainbow Dash suddenly grinned evilly and decided to have some fun. She slowly flew from the dark and into the moonlight, making herself look frightening.

"No pony knows." she said as she slowly crept towards Fluttershy, Rarity, and Pinkie Pie. "You know why?"

"Rainbow quit it!" Applejack ordered. But Rainbow Dash ignored her and continued to creep closer. "Cuz everypony who's ever come in, has never...come...OUT!" as she jumped in front of the three. Rarity, Fluttershy, and Pinkie Pie stooped on their hind legs in alarm. But suddenly without warning, the ground beneath everyone's feet crumbled up and slid down the mountain, taking everyone with it. Well, except for Rainbow Dash, Fluttershy, and Tails, they hovered in the air thanks to their wings. Everyone failed to notice violet fog escaping from the mountain as it flew off in the distance. All three Pegasi watched in horror as their friends were nearing death. Rainbow Dash quickly took action.

"Quick you two!" she said as she zoomed down towards their falling friends.

"Oh my goodness, oh my goodness!" Fluttershy panicked as she followed in pro-suite.

"Sonic!" Tails cried as he too followed.

Everyone else were either screaming or using their fore hooves to try and slow their fall. Rainbow Dahs swooped down and managed to catch Pinkie Pie. Fluttershy swooped down and managed to catch Rarity. As for Tails, he was having trouble catching up to Sonic, for he was still getting used to having wings instead of his two tails. Sonic was dangerously close to a cliff, if he didn't reach him now then it would be all over for our blue hero. With all his might, Tails was able to give a burst of speed, and successfully swooped down and caught Sonic. Sonic sighed in relief.

"Thanks buddy. What would I do without ya?" he said. Tails chuckled.

"Well, you would be pretty lost, that's for sure." he said. But the two turned their attention to Twilight who cried out in fright, they also noticed Applejack had caught herself with a root which stuck out of the mountain. Twilight had stopped and was now dropping over the cliff, she used her fore hooves to hang on for dear life. Applejack decided to help out and let go of her grip on the root, now sliding down slowly towards Twilight.

"Hold on, I'm-a coming!" she said as she latched her fore hooves onto Twilight's. Twilight kicked the air, trying her best trying to climb up the cliff, but to no avail. "Applejack, what do I do?!"

Applejack thought for a moment, and suddenly looked to the sky and then back to Twilight's frightened face.

"Let go." she said slowly. Twilight stared at her in disbelief. "Are you CRAZY!?"

"No I ain't, I promise you'll be safe." Applejack assured.

"THAT'S NOT TRUE!" Twilight cried. Applejack gave her a stern stare. "Now listen here, what I'm saying to you is the honest truth. Let go and you'll be safe." Twilight looked at with a doubtful expression, and thought about it, until she finally let go of her grip on the cliff. She screamed as she tumbled down the air below, that is until she was caught by both Rainbow Dash and Fluttershy. She realized this and sighed in relief. But suddenly all three drooped in the air a bit.

"Sorry girls, I'm not used to holding anything more than a bunny or two." Fluttershy said as they descended to the ground. Twilight watched as Applejack hopped from ledge to ledge until she finally made to the ground. Once she made it to the ground, Sonic said "That was WAY too close." Tails nodded in agreement. "Yeah, no kidding." As they talked on, everyone failed to notice violet fog zoom past them until it struck an unknown beast. The beast roared in pain.

* * *

"And once Pinkie and Rarity were safe, me and Fluttershy looped to looped around and wam! Caught ya right in the nick of time." Rainbow Dash gloated as she did a loop in the air and then landed right next to Twilight, who was leading the group. Twilight was unfazed.

"Yes Rainbow, I was there and I'm very grateful. But we gotta-" but she didn't get to finish and gasped once a large beast pounced in front of her and the others. The beast as if it were a lion, but strangely it had dragon wings, and a scorpion tail. It glared daggers at the group.

"A manticore!" Twilight cried. The manticore let out a fearsome roar. From fear to determination, she said "We gotta get past him!" as everyone else had determined faces, well except for Fluttershy who looked like she knew something about this. The manticore leaped up and pounced towards Rarity, swiping its paw toward the white unicorn. But Rarity had other plans. She dodged the beast and then proceeded to buck it square in the face, causing the beast to hurtle backwards.

"Take that you ruffian!" she said in triumph. Suddenly, Sonic zipped up and spin dashed directly towards the manticore. But the beast swiped its massive paw and struck the spinning ball, causing Sonic to crash into a tree. That swipe left him a little dazed. The beast then turned its attention back to rarity and roared in her face. Afterwards, Rarity looked at her hair and noticed it was a complete wreck.

"My hair!" she cried. But she stooped once she heard a growl and noticed the manticore glaring daggers at her. She instantly freaked and dashed off.

As she dashed off, Fluttershy said "Wait." But it was so quiet no one heard her. The manticore charged after her that is until it stopped and noticed Applejack on his back.

"Yee-haw! Get along little doggy!" she cried in excitement as the beast roughly hopped around, hoping to get her off.

"Wait!" Fluttershy said, but again no one heard her. After hooping around, the beast finally managed to send Applejack flying off his back. Just before Applejack landed on the ground, she flew past both Rainbow Dash and Tails and said "All yours partners."

Rainbow Dash saluted and said "We're on it!" afterwards, they both zoomed towards the manticore.

"Wait!" Fluttershy said as they both zoomed past her, but they didn't hear her once again. Rainbow Dash performed her rainbow tornado she did earlier to both Twilight and Tails, while Tails performed his tail spin tornado, a move he picked up from Sonic's tornado. They both seemed to be doing the trick on the beast, that is until the beast used his tail to strike the Pegasi and send them hurtling through the air with a cry of pain. Both Twilight's and Sonic's eyes widened in horror!

"Rainbow!" Twilight cried.

"Tails!" Sonic cried. Both Pegasi roughly landed in front of the others unable to get up. That did it, both Twilight and Sonic snorted in anger. The manticore snorted as well and scratched the ground with his paw. Everyone else scratched the ground with their fore hooves and snorted in anger once again, and then they all charged towards the beast, along with Rainbow Dash and Tails, who just now recovered.

Just as they were nearing the beast, Fluttershy suddenly got in their way and cried "WAIT!" Afterwards, everyone skidded to a halt and watched Fluttershy as she walked over towards the manticore. The Manticore roared at her presence and got on to its hinds legs, looking like it was about to swipe at her. Everyone turned their heads away, unable to watch. But then they heard Fluttershy's voice.

"Its okay." she said soothingly and then she nuzzled the manticore's right paw. The oversized cat looked surprised for a moment, while looking at his paw, and then he suddenly looked hurt. He showed his paw to Fluttershy, which revealed to have a big thorn stuck in it. "Oh you poor poor little baby."

"Little?" Rainbow Dash said in disbelief.

"Now this might hurt for just a second." Fluttershy said as she gently tugged on the thorn with her mouth. The beast roared at her face in pain.

"Fluttershy!" everyone cried. But then they saw Fluttershy being held by the manticore and it licking her face while purring. She giggled.

"Aw, you're just a little ol' baby cutie, aren't you? Yes you are, yes you are." she said as everyone felt confident to walk past and further into the forest. But Twilight stopped and waited.

"How did you know about the thorn?" she asked a bit puzzled as Fluttershy walked by with her mane now sticking up.

"I didn't, sometimes we all just need to be shown a little kindness." Fluttershy said as she walked further into the forest. Twilight thought about that and then smiled as she followed the others into the forest. But unknown to them, the very thorn that was stuck in the manticore's paw from earlier, suddenly became the violet fog from earlier and flew into the forest.

* * *

"Ugh, my eyes need a rest from all this icky muck." Rarity complained as she and the others were walking in the forest. But suddenly her wish came true, when it became dark all of a sudden. It was very hard to see.

"Well, I didn't mean that literally." she said as noticed the lack of light.

"That ancient ruin could be right in front of our faces and we wouldn't even know it." Twilight said in concern. Everyone chattered as they tried their best to see in the dark, but they didn't notice violet fog seep into a tree. Applejack suddenly stopped.

"Oh wait," she started, "I think I stepped in something." as she looked at her dirty hooves. Suddenly though, Fluttershy screamed.

"Its just mud." Applejack said as she walked on, that is until a tree blocked her path. She glanced up to see that the tree had monstrous look. Afterwards, she screamed and ran back to the others. Everyone looked around to see they were surrounded by monstrous looking trees. All the girls screamed. Tails cowered in fear behind Sonic, who got into a fighting stance.

"Whoa, is it Halloween or what?" he joked trying to lighten the mood.

"S-Sonic, now's not the time for one of your jokes. You should focus on what's around us!" Tails cried. All the girls continued to scream, that is until they heard laughter. Everyone shot their heads towards Pinkie Pie who laughed at a tree and made funny faces, before she continued to laugh some more.

"Pinkie, what are you doing?!" Twilight cried. "RUN!" Pinkie Pie stopped her laughter and turned towards the others with a huge smile on her face.

"Oh girls, don't you see?" she said as if she were about to sing. "When I was a little filly and the sun was going doooowwwnnn!"

"Tell me she's not-" Twilight started.

"The darkness and the shadows would always make me frrrooowwwnn!" Pinkie Pie sang as she popped out of nowhere.

"Sadly, I think she is." Sonic said.

"I'd hide under my pillow, from what I thought I saw. But Granny Pie said that wasn't the way to deal with fears at all!" Pinkie Pie sang as she bounced around.

"Then what is?" Rainbow Dash asked. Pinkie Pie suddenly got in her face and sang "She said 'Pinkie you gotta stand up tall! Learn to face your fears! You'll see that they can't hurt you! Just laugh to make them disappear! As she bounced away from the others and up to a tree. She then faced as if it weren't nothing. "Ha, ha, ha!" And then the monstrous face the tree had before disappeared in a puff of smoke, leaving the tree to look normal again. Everyone gasped.

"So, giggle at the ghostly!" she sang as both Fluttershy and Tails giggled at their tree and in a puff of smoke, their tree looked normal once again.

"Guffaw at the grossly!" she sang as both Rainbow Dash and Sonic guffawed at their tree, which became normal again.

"Crack up at the creepy!" she sang as Rarity cracked up at her tree, which became normal again.

"Whoop it up with the weepy!" she sang as Applejack bounced off her back and cried "Woo hoo!" as her tree became normal again.

"Chortle at the kooky!" she sang as she shoved Twilight up to her tree and she chortled, which made the tree become normal again.

"Snortle at the spooky!" she sang as everyone this time laughed at all the trees around them, as those trees became normal.

"And tell that big dumb scary face to take a hike and leave you alone and if he thinks he can scare you then he's got another thing coming and the very idea of such a thing just makes you wanna... HAHAHAHA... heh... LAUGH!" she finished as all the monstrous faces on the trees disappeared. Afterwards, everyone fell on their backs and laughed without a care in the world.

* * *

This time Pinkie Pie led the group as she and everyone else trotted through the forest laughing, that is until they stopped in front of a river. The river's currents moved so quickly and so roughly, it seemed it was going to be difficult to pass. Sonic took a few steps back and gulped.

"Nuh uh! There's no way I'm crossing through THAT!" he said.

"How are we going to cross THIS!?" Pinkie Pie cried. But suddenly, everyone heard weeping and decided to follow it. Once they did, they discovered a giant purple sea serpent weeping in the river. "What a world, WHAT A WORLD!" as she banged his fist into the water. Twilight decided to speak.

"Excuse me sir," she started, "why are you crying?"

"Well, I don't know, I was just sitting here minding my own business when this tacky little of purple smoke just wisped past me and tore half of my beloved mustache...clean off. And now, I look simply horrid!" as he dived into the river and wept once more. Once he did this, a wave of water swept over everyone else, soaking them. All of them didn't look too happy, especially Sonic, who sighed in annoyance. "Oh, how I hate water."

"Oh gimme a break." Rainbow Dash said.

"You've gotta be kidding me..." Sonic started in disbelief.

"..That's what all the fuss is about?" Applejack finished. Suddenly Rarity dashed between the three and looked at them in disbelief.

"Why of course it is! How can you be so insensitive?" she said as she made her way towards the sea serpent. "Oh just look at him. Such lovely luminescent scales." as she stroked the serpent's scaly chin.

"*sniff* I know." the serpent said.

"Your expertly coiffed mane." Rarity said she looked at the serpent's mane.

"Oh, I know, I know!" the serpent said as he coned his mane with his hand.

"Your fabulous manicure." Rarity said.

"*gasp* Its so true!" the serpent said.

"All ruined without your beautiful mustache." Rarity said staring at the serpent's ruined mustache.

"Its true, I'm hideous!" cried the serpent as he covered up his face.

"I simply cannot let such a crime against fabulousity go uncorrected!" Rarity said with determination. Afterwards, she suddenly bit into one of the sea serpent's scales and ripped it off his body. The serpent cried in pain. "OW! What did you do THAT for?!"

"Rarity, what are you-" but Twilight didn't get to finish her question, once she and the others stared in shock for what Rarity did. It was so shocking, the serpent fainted in the river. Rarity sliced most of her tail off. She then spat out the scale and used her magic to connect her sliced off tail with the serpent's ruined mustache, after she finished the serpent looked at his mustache. It looked as good as new. He then cried out in joy. "My mustache! How wonderful!" Rarity smiled in satisfaction.

"You look smashing!" she complemented. Twilight and Sonic walked up to her.

"Oh Rarity, your beautiful tail!" Twilight said.

"Yeah, what are ya gonna do now?" Sonic asked. Rarity turned to them and the others.

"Oh, its fine my dears. Short tails are in this season." she said. "Besides, it'll grow back." Twilight smiled, but suddenly Rainbow Dash ran up beside and muttered "So would the mustache." Twilight looked over to the river and gasped.

"We can cross now!" she said as she began trotting in the river. "Lets go!" But suddenly, under beneath her part of the serpent's long tail rose and she was found standing on it.

"Allow me!" the serpent said, as everyone hopped on him in order to cross the river. Sonic smiled.

"Cool, now I don't have to get wet!" he said as finished crossing the river.

* * *

"There it is! The ruin that holds the Elements of Harmony!" cried Twilight as she walked up to a long old bridge. Under the bridge was a bottomless pit and on the other side of it was a old castle surrounded by trees.

"Finally! Now lets hurry up and-huh?" Sonic started to say until he heard a branch snap. Tails looked at him quizzically.

"Why'd you stop, Sonic?" he asked.

"I heard something." Sonic said as looked at the bushes, he heard breathing. "Guys, I think we're being watched."

"What makes you so sure, hot shot?" Rainbow Dash asked. But, before Sonic could answer, something or better yet someone, stepped out of the bushes. It was a unicorn. This pony was the color black who had crimson red eyes, looked around the age of 15, with a mane and tail which was a darker shade of black and had red streaks, and had strangely an emerald for a cutie mark. The pony looked as if it just woke up. He suddenly glared at them but looked a little confused.

"Who are you?" he asked.

"Alright pal, who are you and whatdaya-wait a sec..." he cut himself off and his eyes widened, he knew whose voice that was. "...SHADOW!?"

The black pony known as Shadow, looked at him for a moment before he slightly widened his eyes. "F-faker?"

"I'm assuming he's one of your friends." Twilight said, raising her eye brow. Sonic nodded.

"Yeah, he's one of my friends alright, well more like a friendly rival, but you get the idea. Girls, this is Shadow, Shadow, these are Twilight Sparkle(Hello.), Rainbow Dash(Sup?), Applejack(Howdy.), Pinkie Pie(Hi!), Fluttershy(H-hello.). and Rarity(Nice to meet you)."

"Hmph." was all Shadow said. Sonic then had an idea.

"Hey Shadow, why don't you come with us? If we stick together, then there's a strong possibility we won't get separated again. And we're all going to need to stick together when it comes to finding everyone else and the Chaos Emeralds if we ever wanna go home." Sonic said. He ignored the weird looks he received from Applejack, Rainbow Dash, Fluttershy, Rarity, and Pinkie Pie. Shadow thought for a moment and then he sighed.

"Fine." he said. "But only because I hate looking like this and want to return home." Sonic smiled. "And we will soon, Shads."

"Don't call me that!" Shadow growled.

"Um, what are you guys talking about?" Rainbow Dash asked.

"We'll explain later, now as I was saying..." Twilight said as she turned her attention back to the old castle. "...we made it!" as she suddenly dashed off towards the bridge. Everyone else soon followed.

"Twilight," Applejack started, "wait for us!"

"Yeah, you're making me look slow!" Sonic said as he suddenly dashed up and passed Twilight, now in front of her. But Twilight didn't care, she was determined to get to that castle, so determined that she didn't notice Sonic suddenly skid to a halt and crashed into him. The two suddenly found their front part of their bodies dangling over a cliff. They yelped and tried to pull themselves back up, but to no avail. They were then pulled back up by Rainbow Dash and Tails. Tails looked relived while Rainbow Dash had a smirk on her face.

"What's with you and falling off cliffs today?" Rainbow Dash smirked. Twilight looked horrified.

"Are you okay, Sonic?" Tails asked. Sonic sighed in relief.

"Yeah, just exactly how many times are you going to save my life today?" he asked. Tails chuckled. "I don't know, it depends on the situation." Once everyone settled down, they noticed that the bridge was broken. Just how were they going to cross?

"*pant* Now what?" Pinkie Pie asked.

"Duh." Rainbow Dash said as she flapped her wings a little and then flew up in the air.

"Oh yeah." Pinkie Pie said in realization. Rainbow Dash swooped down and grabbed the end of the bridge with her mouth and flew over to the other side. She was about to fix the bridge until she heard someone whisper her name.

"Rainbow..."

"Huh, whose there?" Rainbow Dash asked as she dropped what she was holding and looked around. She failed to notice violet fog crawl past her.

"Rainbow..." it whispered again. Rainbow Dash then got on her hind legs and punched in front of her with fore hooves. "I ain't scared of you. Show yourself!"

"We've been eagerly awaiting the arrival of the best flier in Equestria." the voice said.

"Who?" Rainbow Dash asked confused.

"Why, you of course." the voice answered.

"Really?!" Rainbow Dash said getting a bit excited. "I mean, oh yeah, me! Hey uh, you wouldn't mind telling the Wonderbolts that, wouldcha? Cuz, I've been trying to get into that group for like ever!"

"No Rainbow Dash, we want you to join us!" said the voice as three Pegasi suddenly ran out the fog all around. "...the Shadowbolts!" Rainbow Dash looked even more confused. "We're the greatest aerial team of the Everfree Forest, and soon we will be the greatest in all Equestria. But first, we need a captain." as the leader Pegasus who was also a female, started to fly circles around Rainbow Dash. Rainbow Dash smiled.

"The most magnificent..." the Pegasus said.

"Yep." Rainbow Dash said.

"Swiftest..." the Pegasus said.

"Yes." Rainbow Dash said.

"Bravest flyer of all the land." the Pegasus finished.

"Yes, its all true." Rainbow Dash said.

"We need..." the Pegasus started as Rainbow Dash's eyes grew bigger with excitement. "...you." Rainbow Dash flew up in the air with excitement.

"Woo hoo! Sign me up! Just let me tie this bridge real quick and now we have a deal." Rainbow Dash said as she was about tie the bridge up, but the Pegasus flew right in her face, making her stop.

"NO! Its them or us!" she shouted. Rainbow Dash looked overwhelmed for a moment, but she stopped when she heard Twilight and Sonic's voices.

"Rainbow, what's taking so long!?" Twilight shouted.

"Yeah, we're not getting any younger here!" Sonic shouted.

Tails squinted his eyes and noticed something. "Hey guys, who are they?" as he pointed his hoof towards the three mysterious Pegasi with Rainbow Dash.

"Oh no." Twilight said. "RAINBOW!" The female Pegasus suddenly glared at their direction and her goggles glowed. Afterwards, the fog all around deepened and covered up everyone's sight.

"Don't listen to them!" Sonic shouted, but it was muffled. "RAINBOW! Dang it, how are we supposed to get through her with all this stupid fog!?"

"Hmph, I'll make it disappear." Shadow said as his horn started to glow red. "Chaos...Sp-!"

"No Shadow don't! Tails cried. "What if you hit Rainbow Dash?"

Shadow hesitated for a moment, but then he sighed and stopped his horn from glowing. "Fine."

Back with Rainbow Dash, she looked a bit stumped. Which one should she chose? The Shadowbolts or her friends?

"Well...?" the Pegasus asked. Rainbow Dash finally made her decision.

"You..." Rainbow Dash said. The Pegasus was satisfied, that is until Rainbow Dash suddenly shot up to her face. "...thank you for the offer I mean." she then got a distance away from the group. All three Pegasi were shocked with their jaws open. Rainbow Dash finished tying up the bridge and flew in the air. "But I'm afraid I have to say no." as she made her way back towards the others. The Shadowbolts glared loathingly at her direction and suddenly disappeared into three puffs of violet fog until it combined into one and flew away.

Back with everyone else, they were starting to worry about Rainbow Dash that is until the Pegasus herself flew from the fog and landed right in front of them. Everyone, apart from Shadow, started cheering immediately. (But Shadow did appear to smile a little.)

"Alright, nice job RD!" Sonic said as he and everyone else started to cross the bridge.

"Yeah, good job Rainbow!" Twilight said with a smile. Rainbow Dash flew next to her.

"See, I'd never leave my friends hanging" she said as she flew on ahead. Twilight smiled even more. Everyone finally reached their destination: the castle.

* * *

Everyone were finally in the castle they longed to be in since the beginning of their quest. Twilight was the last one to come in.

"Whoa," she said in awe.

"Come on Twilight, isn't this what you've been waitin' for?" Applejack urged. Twilight then turned her attention to five stones with jewel signs on them.

"The Elements of Harmony." she said in awe. Shadow rose an eye brow.

"What are these Elements of Harmony you speak of?" he asked.

"Here's a brief definition, Shads." Sonic said. "They're six stones that have powers similar to the Chaos Emeralds, at least that's what I think they are." Shadow seemed to show interest in this. "Interesting." was all he said.

"Yes, and we found them!" Twilight cried happily. Rainbow Dash and Fluttershy flew up and grabbed the first two stones they saw and slowly flew back down. Twilight told them to be careful while they brought them and the rest down and Pinkie Pie counted them.

"Err, there's only five!" she said just as Rainbow Dash and Fluttershy landed.

"Where's the six?" Rainbow Dash asked.

"The book said when the five are present a spark will cause the sixth element to be revealed." Twilight said as she lied on the ground in front of the elements.

"Well, what in the hay is that supposed to mean?" Applejack asked.

"I'm not sure but I have an idea." Twilight said. "Stand back, I don't know what will happen." as she stared the elements down. Everyone followed her order and stood back. Her horn started to glow, Applejack thought this was the perfect time to let Twilight be alone.

"Come on now ya'll, she needs to concentrate." she said as she led everyone else out the castle. But, Sonic decided to stay behind.

"Hey Twilight, I just wanted-huh?" Sonic started to say until he stop. His ears twitched and he looked around for the noise he heard, and that's when he saw it. Violet fog flew up towards Twilight and started to zoom circles around the Elements of Harmony, creating a twister of some sort.

"TWILIGHT LOOK OUT!" Sonic cried and he dashed up to the unicorn. Just as Twilight was about to use her magic, she felt something strange and opened her eyes only to see a violet twister in front of her. She yelped in surprise.

Everyone else outside stopped what they were doing once they heard Sonic's cry and Twilight's yelp.

"SONIC AND TWILIGHT!" they cried.

Sonic skidded to a halt right next to Twilight.

"You okay?" he asked concerned. Twilight nodded but turned her attention back to the twister. She saw the Elements of Harmony wildly spinning around.

"The Elements! Sonic quickly!" she cried.

"Right!" Sonic said with a nod. The two quickly jumped in the twister before it disappeared. The time everyone else rushed in the castle it was too late, they were gone. All the girls started to panic.

"Twilight, Sonic, where are you?" she cried. Tails and Shadow looked at each other in concern.

"What do you think happened?" Tails asked. Shadow sighed.

"I'm not too sure. Even though Faker is capable of taking care of himself, he doesn't think first before he attacks that will be his downfall." Shadow said.

"Look!" Rarity cried pointing out a window towards another part of the castle. Light was seeping through all the windows.

"That might be where Sonic and Twilight are!" Tails said.

"You're right Sugar Cube, come on!" Applejack ordered as she dashed off out the castle. Everyone else followed.

* * *

In a puff of smoke, both Twilight and Sonic tumbled on the floor and lied their coughing. Sonic shook his head and rubbed it better.

"Youch...what a ride." he said. He then turned his attention to Twilight who was still coughing. "You okay Twilight?"

"*Cough* Yeah, I'm alright." Twilight said as she looked at Sonic, but suddenly she gasped.

"What is it?" Sonic asked as he looked in Twilight's direction. His jaw fell opened at what he saw.

Nightmare Moon was standing a few feet away from them as she laughed evilly and all five Elements of Harmony were floating by her side. Lightning appeared making her look slightly more threatening. Twilight gasped once more before she suddenly put on a determined face and scratched the ground with her hoof. Sonic mimicked her but with a determined glare.

"You're kidding? You're kidding right?" Nightmare Moon scoffed. But the two ponies continued to scratch the ground with their hooves. Twilight's horn started to glow a light lavender and her and Sonic charged forwards to the Alicorn. Nightmare Moon decided to do the same, Sonic decided to let Twilight be ahead of him since she planned on using her magic, he on the other hand planned on using his spin dash. Just as Twilight was nearing her, she suddenly teleported. Nightmare Moon skidded to a halt and looked around for any sign of Twilight. She then spotted her just as she teleported to where the Elements of Harmony were. Twilight moaned and rubbed her head better, she then lowered her head and her horn glowed.

"Just one spark, come on, COME ON!" she said as her horn glowed brighter. And suddenly all the Elements of Harmony were surrounded by a light lavender light, indicating her magic was working. Nightmare Moon grew furious, but before she could do anything, she was knocked into a wall, thanks to Sonic's spin dash. Once Sonic landed, he smirked.

"Aw, did you miss that? I know I did." he taunted. Nightmare Moon rose to her feet and glared daggers at him.

"You, I had enough of you!" she hissed. And then she used her magic on Sonic.

"Huh!? I..I can't move!" he exclaimed, but then he was thrown into a wall. Afterwards, he fell to the floor with a thud.

"Hmph, that should teach you not to mess with me!" Nightmare Moon huffed. "Now then..." she then used her magic to teleport. She suddenly teleported in front of Twilight, who focused hard on the elements. Electricity erupted from the elements and zapped Twilight causing her to hurtle backwards and crash on the ground. Sonic jolted up once he heard Twilight cry in shock and dashed over to her, helping her up in the process.

"Thanks Sonic." she said.

"No problem. Did you do it?" Sonic asked. Twilight nodded.

"Yeah, I think so." Electricity started to form around the Elements of Harmony.

"No!" Nightmare Moon cried in horror. "NO!" Both Twilight and Sonic smiled in satisfaction. But just as it looked like they won, the electricity suddenly died out, making the elements grey once more. Twilight and Sonic gasped.

"But...WHERE'S THE SIX ELEMENT!?" she cried.

"WHAT!?" Sonic cried. Nightmare Moon laughed and stomped the ground with her fore hooves with so much force, the Elements of Harmony shattered into pieces! Both ponies were horrified.

"You little fool! Thinking you could defeat me!? Now you will never see you princess or your sun!" Nightmare Moon scoffed. "The night will last...FOREVER!" as she laughed once more. Violet fog swirled around her. Twilight could only watch with fear while Sonic gritted his teeth angrily.

"THAT'S IT, YOU'RE GOING DO-huh?" he started to shout that is until he heard voices. Both he and Twilight looked in the direction of the voices and saw shadows of their friends in the door way. Twilight's eyes suddenly widened and she gasped as she realized something. There was a spark in her eyes. She then felt confident.

"You think you can destroy the Elements of Harmony just like that?" she smirked. "Well, you're wrong, because the spirits of the Elements of Harmony right here!" as all the girls stood on her side. Both Tails and Shadow dashed over to Sonic.

"Sonic, are you okay?" Tails asked.

"Yeah, just a few scratches and bruises, but I'll be okay bud. But I think we just found out how to use the Elements of Harmony." Sonic said as he pointed to the girls. All the shattered pieces of the Elements rose from the ground.

"What?" Nightmare Moon asked in shock.

Twilight smiled and turned her attention to Applejack. "Applejack, who reassured me when I was in doubt, represents the spirit of...HONESTY!" as the shattered pieces of the Element of Honesty floated around Applejack.

Twilight turned her attention to Fluttershy. "Fluttershy, who tamed the Manticore with her compassion, represents the spirit of...KINDNESS!" as the shattered pieces of the Element of Kindness floated around Fluttershy.

Twilight turned her attention to Pinkie Pie. "Pinkie Pie, who banished fear by giggling in the face of danger, represents of spirit of...LAUGHTER!" as the shattered pieces of the Element of Laughter floated around Pinkie Pie.

Twilight turned her attention to Rarity. "Rarity, who conned a sorrowful serpent with a meaningful gift, represents the spirit of...GENEROUSITY!" as the shattered pieces of the Element of Generosity floated around Rarity.

Finally, Twilight turned her attention to Rainbow Dash. "And Rainbow Dash, who could not abandoned her friends for her own heart's desire, represents the spirit of...LOYALTY!" as the shattered pieces of the Element of Loyalty floated around Rainbow Dash.

Twilight turned her attention completely on Nightmare Moon. "The spirits of these five ponies got us through every challenge you threw at us!"

"You still don't have the sixth element! The spark didn't work!" Nightmare Moon protested.

"But it did!" Twilight corrected. "A different kind of spark!" as she turned towards her friends. "I felt it the very moment I realized how happy I was to hear you... to see you... how much I cared about you. The spark ignited inside me. But I realized that you all...ARE MY FRIENDS!" And suddenly out of nowhere, a glowing stone with a star on it appeared above everyone. It glowed brighter and brighter, so bright that Nightmare Moon and Sonic and his friends had to shield their eyes. "You see Nightmare Moon, when those elements are ignited by the... the spark that resides by the hearts of us all, it creates the sixth element, the element of...MAGIC!" as the light grew brighter. And suddenly, everyone's shattered pieces became necklaces around their necks, but Twilight's became a tiara. Light grew enveloped everyone and suddenly a huge rainbow flew out of the light and straight towards Nightmare Moon!

"NOOOOOOOO!" the alicorn cried. A rainbow twister enveloped her completely drowning out her cries. Twilight opened her eyes only to show that they were glowing and huge light enveloped everything. After it faded, all the girls were seen lying on the ground. Sonic, Tails and Shadow quickly rushed over and helped them up.

"Ugh, my head." Rainbow Dash groaned.

"Are you guys okay?" Tails asked as he helped Applejack stand on her feet.

"Yeah, we're fine, thanks Sugar cubes." Applejack said. But suddenly she and the others heard Rarity's voice.

"Oh thank goodness!" she cried.

Fluttershy noticed what Rarity was looking at and smiled. "Why Rarity, its so lovely."

Rarity smiled even more. "I know! I'll never part with it again!" as she wagged her new grown tail and hugged it.

"No your necklace. It looks just like your cutie mark." Fluttershy said as she pointed to Rarity's necklace. Rarity looked at it and then back Fluttershy. "So does yours." Fluttershy gasped in joy. Everyone took a look at their necklaces and noticed they looked just like their cutie marks, even Twilight's tiara looked like her cutie mark.

"Gee Twilight, I thought you were just spouting a lot of hooey. But I reckon we do really represent the Elements of Friendship." Applejack said. Sonic nodded.

"I'll say. You guys were awesome the way you creamed Nightmare Moon!" he said. But before he could say anything else, everyone heard a new voice and a yellow glow followed behind it.

"Indeed you do." it said picking up from what Applejack said. Suddenly the yellow glow everyone saw was the sun itself as it finished rising in the sky, bathing the world with sunlight once more. But a light shown and once it disappeared, there in front of everyone stood Princess Celestia herself. Everyone except Twilight, Sonic, Tails, and Shadow, bowed. Twilight gasped.

"Princess Celestia!" Twilight cried in joy as she trotted towards the white alicorn.

"Twilight Sparkle, my faithful student." Princess Celestia said with a smile as she hugged Twilight. "I knew you could do it."

"But... you told me it was all an old pony tale." Twilight said confused.

"I told you that you needed to make some friends." Princess Celestia said. "Nothing more. I saw the signs of Nightmare Moon's return and I knew you had the magic inside to defeat her. But you could not unleash it until you let true friendship into your heart." as she looked at all of Twilight's friends. She then noticed the boys.

"Aw Sonic, are these some of the friends you mentioned earlier?" she asked. Sonic nodded.

"You bet your highness. These are two of my good friends, Tails and Shadow." Sonic said.

"H-hello Princess Celestia, its nice to meet you." Tails stuttered a little.

"Hello Princess, I hope you know which situation we're in right now." Shadow said. Princess Celestia chuckled.

"Likewise, and don't worry. I'm sure we'll be able to find the rest of your friends and these Chaos Emeralds you speak of." she said. All three boys nodded. Princess Celestia then turned her attention back to the Twilight and the girls. "Now if only another will as well...Princess Luna!" as she and everyone else turned to see what looked like an alicorn lying on the ground. Her coat was a dark sapphire blue, she had cyan eyes, a blue mane and tail, a black crown, a black necklace with a moon on it, and her cutie mark was a moon. She opened her eyes and gasped once she noticed Princess Celestia walking towards her.

"It has been a thousand years since I have seen you like this." Princess Celestia said. She then crouched down in front of Princess Luna. "Its time to put our differences behind us. We were meant to rule together little sister."

"Sister?" everyone else said in unison.

"Will you accept my friendship?" Princess Celestia asked as she stood on her feet. Princess Luna closed her eyes. Everyone else leaned forward to see what Princess Luna would do next, but in the process, Pinkie Pie fell on the ground. Princess Celestia looked down for a moment, before she suddenly jumped on her feet and ran over to Princess Celestia and hugged her. "I'm so sorry! I miss you so much big sister!" as tears streamed down her face. Tears also streamed down Princess Celestia's face. "I've missed you too." Everyone then heard Pinkie Pie sniff and blow her nose and she cried waterfalls, afterwards she stopped.

"Hey, you know what this caused for?" she asked.

* * *

"A PARTY!" she cried as she trotted into Ponyville. Other ponies followed cheering on the way. Everyone could see both princesses being pulled in a carriage thanks to the royal stallions until they stopped. Spike came over and hugged Twilight, who hugged back. Princess Celestia stepped out of the carriage and everyone bowed. Princess Luna stepped out but looked a little down, that is until two Pegasi fillies flew and placed a flower necklace around her neck. She then looked at her older sister. While everyone were enjoying the party, Sonic noticed Twilight looking a bit down. So he walked over along with Tails.

"Hey Twilight, why so glum?" he asked.

"Yeah, aren't you happy we defeated Nightmare Moon and everything's back to normal?" Tails asked. Twilight looked at the trio and sighed.

"I am you guys, honest. It's just that...well..." she said. Princess Celestia walked over.

"Are you not happy that your quest is complete? And you can return to your studies in Canterlot?" she asked. Twilight looked down.

"That's just it, just when I learned how wonderful it is to have friends...I have to leave them." she asked. Princess Celestia thought for a moment before she suddenly called Spike's name.

"Spike, take a note please!" she said as Spike pulled out an empty scroll and a feathered pen. "I, Princess Celestia, here by decree that the unicorn Twilight Sparkle also the pony Sonic and his friends shall take on a new mission for Equestria. But, as for Twilight, she must continue to study the magic of friendship, she must report to me her findings, from her new home...in Ponyville." as every one of her friends surrounded her cheering. Sonic cheered, same goes for Tails only he did a loop in the air. As for Shadow, he sat down and managed to cross his arms even as a pony, closed his eyes, and gave a tiny smile. Twilight smiled.

"Oh thank you Princess Celestia. I'll study harder than ever before!" she said. Everyone in Ponyville cheered in happiness. Pinkie Pie appeared out of nowhere and shouted "Isn't this exciting!?" as she talked on and on.

* * *

**So there you go, episode 2 of season 1. Oh and sorry for not updating in like what 3 months? I was busy with art school. Anyways, I'll TRY to get the next episode done as soon as I can. And also, looks like Sonic, Twilight, and everyone else stopped Nightmare Moon and saved the day. Also, it looks like they found Shadow! And for those who've seen the series, you which episode's next, but who'll Sonic find next? Stick around and find out! Please R & R!**


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